<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-K

<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES AND EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
           ENDED DECEMBER 31, 1999

   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES AND EXCHANGE ACT OF 1934
</TABLE>

                         Commission File Number: 1-7697

                            ------------------------

                               I.C.H. CORPORATION

             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                            <C>
               DELAWARE                                     43-6069928
    (State or Other Jurisdiction of            (IRS Employer Identification Number)
    Incorporation or Organization)

       9255 TOWNE CENTRE DRIVE,                               92121
              SUITE 600,                                    (Zip Code)
             SAN DIEGO, CA
    (Address of Principal Executive
               Offices)
</TABLE>

Registrant's telephone number, including area code: (858) 587-8533

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period than the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/  No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The aggregate market value of the voting stock held by non-affiliates of the
Registrant on March 22, 2000 was $14,859,977, based on the closing price of the
Common Stock as provided by the American Stock Exchange on March 22, 2000.

As of March 22, 2000, there were outstanding 2,864,890 shares of the
Registrant's Common Stock, par value $0.01 per share.

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                               TABLE OF CONTENTS

            To jump to a section, double-click on the section name.

                                      10-K

<TABLE>
<S>                                                           <C>
Part I......................................................     2
ITEM 1......................................................     2
ITEM 2......................................................     8
Table 1.....................................................     8
ITEM 3......................................................     8
ITEM 4......................................................     8
PART II.....................................................     9
ITEM 5......................................................     9
Table 2.....................................................     9
ITEM 6......................................................     9
Selected Historical Financial Data (Table 3)................    10
ITEM 7......................................................    11
Table 4.....................................................    12
Table 5.....................................................    14
Table 6.....................................................    15
ITEM 8......................................................    17
ITEM 9......................................................    17
PART III....................................................    17
ITEM 10.....................................................    17
ITEM 11.....................................................    17
ITEM 12.....................................................    17
ITEM 13.....................................................    17
PART IV.....................................................    18
ITEM 14.....................................................    18
Consolidated Balance Sheets.................................   F-3
Consolidated Statements of Operations.......................   F-4
Consolidated Statements of Stockholders' Equity.............   F-5
Consolidated Statements of Cash Flows.......................   F-6
Table 7.....................................................   F-9
Table 8.....................................................  F-10
Table 9.....................................................  F-10
Table 10....................................................  F-10
Table 11....................................................  F-11
Table 12....................................................  F-12
Table 13....................................................  F-12
Table 14....................................................  F-12
Table 15....................................................  F-13
Table 16....................................................  F-14
Table 17....................................................  F-15
Table 18....................................................  F-15
Table 19....................................................  F-16
Table 20....................................................  F-17
Table 21....................................................  F-17
Table 22....................................................  F-18
Table 23....................................................  F-20
Table 24....................................................  F-20
Table 25....................................................  F-20
Table 26....................................................  F-20
Table 27....................................................  F-21
Table 28....................................................  F-21

                               EX-1
EX-1........................................................    41

                              EX-27
EX-27.......................................................    43
</TABLE>
<PAGE>
                                     PART I

ITEM 1. BUSINESS

GENERAL

    I.C.H. Corporation ("ICH", and together with its operating subsidiaries, the
"Company"), a Delaware corporation, owns and operates quick-service restaurants
under the Arby's name as well as full-service family dining restaurants under
the Lyon's name through its wholly-owned subsidiaries. The Company operates its
Arby's restaurant units as a franchisee of, and pursuant to license agreements
with Arby's, Inc., the franchisor of the Arby's brand. The Company owns the
Lyon's brand and all related trademarks and goodwill.

    The Company's principal executive offices are located at 9255 Towne Centre
Drive, San Diego, California 92121, and its telephone number is (858) 587-8533.

    On April 30, 1997, the Company acquired all of the outstanding capital stock
of Sybra, Inc. ("Sybra"), the second largest franchisee of Arby's restaurants.
The aggregate purchase price was approximately $39.8 million which included the
repayment of $23.7 million of Sybra indebtedness and an additional $2 million of
acquisition indebtedness due to the seller within two years. Concurrently with
the Company's acquisition of Sybra, Sybra entered into a sale/leaseback
transaction on 61 of its restaurant sites with U.S. Restaurant Properties, Inc.
("USRP"). As of December 31, 1999, Sybra owned and operated 188 Arby's
restaurants located primarily in Michigan, Texas, Pennsylvania, New Jersey and
Florida.

    On December 14, 1998, the Company acquired substantially all of the assets
of the Lyon's restaurant chain, through a newly-formed wholly-owned subsidiary,
Lyon's of California, Inc. ("Lyon's"). The aggregate purchase price was
approximately $22.6 million, of which $16.5 million was financed by USRP
(Finance) LLC. As of December 31, 1999, Lyon's owned and operated a chain of 73
full-service family dining restaurants located in northern California and
Oregon.

    The Company is the post-reorganization successor to ICH Corporation ("Old
ICH") which emerged from Chapter 11 effective February 19, 1997. See Note 1 to
the Consolidated Financial Statements for additional information concerning the
Chapter 11 case and related plan of reorganization of Old ICH.

BUSINESS STRATEGY

    The Company's overall business strategy is to increase profitability through
acquisitions and investments that, in the judgment of the Company's management,
create value for shareholders.

    Currently, the Company's primary focus is to expand its operations through
the acquisition and construction of additional Arby's restaurants, as well as
improving the profitability, quality of operations and competitive position of
its existing Arby's and Lyon's restaurants. In addition, the Company will
consider the acquisition of operating restaurants and/or restaurant chains other
than Arby's and Lyon's which, in the judgment of the Company's management, can
ultimately increase the Company's profitability and create value for its
shareholders.

    The Company believes that certain of the markets in which it currently
operates Arby's restaurants are underserved, and will thus provide opportunities
for acquisition or construction of new restaurants to further penetrate those
existing markets, as well as markets in which the Company has been granted
exclusive development rights by the franchisor. In addition, the Company
believes that the size of the nationwide Arby's restaurant system will continue
to present opportunities for selective growth through acquisitions.

    Consistent with the Company's strategy of expanding its operations through
the acquisition of existing Arby's restaurants, Sybra acquired a total of 3
operating Arby's restaurants during 1999.

                                       2
<PAGE>
    To implement the Company's strategy of expanding through the construction
and development of new Arby's restaurants, Sybra has entered into a development
agreement with Arbys, Inc., the franchisor of Arby's restaurants, which requires
Sybra to construct a total of 210 new Arby's restaurants over ten years (the
"Development Agreement"). This agreement supersedes a prior agreement which
required the development of 150 new restaurants during the same time period. The
Development Agreement grants Sybra the exclusive right to build Arby's
restaurants in certain areas, primarily in certain northeast markets in
Pennsylvania, Washington D.C., Maryland and New Jersey, as well as the exclusive
right to build Arby's restaurants in and around the Detroit and Dallas/Fort
Worth markets.

    Sybra opened a total of 15 new Arby's restaurants during 1999 (not including
the 3 restaurants which were acquired in 1999), exceeding the 1999 annual
minimum opening requirement of 12 restaurants set out in the Development
Agreement. During the first quarter of 2000, Sybra opened 3 new Arby's
restaurants. The number of Arby's restaurants opened in the future may vary
depending upon general economic conditions, variability in the time required to
obtain necessary permits, the availability of financing and the Company's
ability to locate additional suitable restaurant sites. Because Sybra exceeded
the annual minimum store opening requirements under the Development Agreement
for 1998 and 1999 by a total of 5 stores which can be counted towards future
year's development obligations, Sybra is only required to open 11 new stores
during 2000 to comply with the Development Agreement. However management
currently believes that Sybra will, at a minimum, meet its original annual
requirement under the Development Agreement (16 restaurants) for 2000.

    As part of the Company's overall strategy of improving the quality of
operations of its existing Arby's and Lyon's restaurants, the Company closely
monitors factors affecting the overall profitability of its restaurant
operations as well as the profitability of individual restaurants. During 1999,
the Company believes it has made improvements in several factors bearing on the
overall profitability of its restaurant operations, including reductions in
labor and general and administrative costs as a percentage of sales, and
increased efficiencies in marketing and advertising. During 1999, the Company
also closed 2 restaurants due to unprofitability.

RESTAURANT OPERATIONS

    The Company conducts its restaurant operations principally through two
wholly-owned subsidiaries, Sybra, Inc. and Lyon's of California, Inc.

SYBRA, INC.

    As of December 31, 1999, Sybra operated 188 Arby's restaurants as a
franchisee of Arby's, Inc. 160 of those restaurants are free-standing units,
with the remaining 28 restaurants located in shopping malls or as part of food
courts within malls.

MENU

    Each of Sybra's Arby's restaurants offers a diverse menu containing a
variety of food items including roast beef, chicken, turkey and ham sandwiches.
Arby's restaurants are generally known for their roast beef sandwiches, which
are made from thinly-sliced beef which is freshly-roasted at each restaurant.
The Arby's menu also typically includes potato products, salads and soft drinks.
In addition, the restaurants sell a variety of promotional products, normally on
a limited-time basis. A number of Sybra's Arby's restaurants also serve
breakfast, including eggs and breakfast meat selections.

SITE SELECTION

    Site selection for new restaurants is made by Sybra's real estate and
development department, subject to acceptance by the franchisor, Arby's, Inc. A
typical market area will have a population base of at least 30,000 people within
a three-mile radius. Within the potential market area, Sybra evaluates major
retail and office concentrations and major traffic arteries to determine focal
points. Site specific factors which Sybra considers include visibility,
convenience of access, proximity to direct competition,

                                       3
<PAGE>
access to utilities, local zoning regulations and various other factors. Sybra's
current business strategy is to locate new restaurants, whenever possible, on
the grounds of or nearby to shopping centers.

RESTAURANT LAYOUT AND OPERATIONS

    Sybra's Arby's restaurants (excluding mall and food court locations)
typically range from 2,100 to 3,200 square feet, with a seating capacity of
between 60 and 90 people and are typically open from 10 a.m. to 11 p.m., with
some restaurants open for extended evening hours. Approximately 80% of Sybra's
restaurants feature drive-thru windows.

RAW MATERIALS

    As an Arby's franchisee, Sybra complies with recipe and ingredient
specifications provided by the franchisor, and purchases all food and beverage
inventories and restaurant supplies from independent vendors. Arby's, Inc. does
not sell food or supplies to its franchisees. Sybra and all other Arby's
franchisees are members of ARCOP, Inc. ("ARCOP"), a non-profit cooperative
purchasing organization. ARCOP facilitates negotiation of national contracts for
food and distribution, taking advantage of the large purchasing requirements of
the member franchisees. Since Arby's franchisees are not required to purchase
any food products or supplies from Arby's, Inc., ARCOP facilitates control over
food supply costs and avoids franchisor conflicts of interest.

    Sybra purchases soft drink products from the Coca-Cola Company and its
affiliates. In the Southwestern region, Dr. Pepper products are also purchased.

    Prior to February, 2000, most other food items and supplies purchased by
Sybra were warehoused and distributed by AmeriServe, an independent distributor.
In January, 2000, the Company began to shift the purchasing, warehousing and
distribution of food items and supplies for its Arby's units from AmeriServe to
Meadowbrook Meat Company ("MBM"). On January 31, 2000, and while AmeriServe was
still purchasing, warehousing and distributing some food items and supplies for
the Company's Arby's units, AmeriServe and several of its affiliates filed for
chapter 11 protection. As a result of, and immediately following AmeriServe's
chapter 11 filing, the Company experienced some sporadic and isolated shortages
of certain food products and supplies at some of its Arby's units, although the
Company was generally able to obtain those items from other sources. Currently
MBM is purchasing, warehousing and distributing to the Company's Arby's units
substantially all of the food items and supplies previously furnished by
AmeriServe, and the Company currently anticipates no material shortages of food
items or other supplies necessary to the operation of its Arby's units.

LYON'S OF CALIFORNIA, INC.

    As of December 31, 1999, the Company owned and operated 73 full-service
family dining restaurants operating under the "Lyon's" name and located in
California and Oregon, through its wholly-owned subsidiary, Lyon's of
California, Inc. The Lyon's restaurant chain was established in northern
California more than 30 years ago, and enjoys nearly 100% brand name recognition
in that area. Through its decades of continuous operation, the Lyon's chain has
developed and retained a loyal customer base by offering its customers
traditional American classic foods, sold at value price points and served in a
friendly and relaxed environment. Because many of the Company's Lyon's
restaurants have occupied their current locations for decades, they have become
integral parts of the communities they serve and enjoy prime locations.

MENU

    Each Lyon's restaurant offers a wide variety of traditional American classic
foods served three full meals a day, together with desserts, fountain treats and
alcoholic and non-alcoholic beverages. The Lyon's menu features such signature
dishes as prime rib (three cut selections), fresh fish, steaks and "San
Francisco" stir-fry. To accompany their entrees, Lyon's customers are offered
their choice of any two homestyle side dishes from a selection that includes
fresh mashed potatoes, creamed spinach, fresh

                                       4
<PAGE>
vegetables, cole slaw, pasta salad, cornbread stuffing and others, and a variety
of salads and appetizers. The dessert and fountain selections include pies and
pastries as well as ice cream, espresso-based beverages and shakes. Lyon's
restaurants offer a full complement of beer, wine and other alcoholic beverages
with meals. Some Lyon's restaurants also feature separate bar/lounge areas. This
full selection of alcoholic beverages is unique to the segment in which the
Lyon's restaurants operate and provides a significant brand differentiation and
competitive advantage.

    While committed to offering the freshest foods available, Lyon's also
provides its customers with a significant dining value. Average checks for
breakfast, lunch and dinner at Lyon's approximate $6.15, $7.75 and $9.00,
respectively, with an overall average of $8.10.

RESTAURANT LAYOUT AND OPERATIONS

    The Lyon's restaurants range in size from 3,600 to 8,200 square feet and 103
to 258 seats, and average approximately 5,100 square feet and 150 seats. The
Company leases all of the Lyon's restaurants locations, and owns 16 of its
restaurant buildings. Many of the Lyon's restaurants occupy high-visibility and
high-traffic locations, near major thoroughfares, important intersections and
shopping centers. The Company believes that these prime locations, many of which
have operated under the Lyon's banner for decades, cannot be easily replicated
by competing restaurant companies, and thus provide an important competitive
advantage for Lyon's. Lyon's currently operates 30 24-hour a day restaurants,
while the remaining 42 restaurants are typically open from 6:00 a.m. to 12:00
a.m.

RAW MATERIALS

    Lyon's utilizes a centralized purchasing system to purchase its food,
beverages and other supplies from a variety of vendors, and has well developed
relationships with its key suppliers. Individual restaurant managers are able to
place orders for required items directly with the appropriate suppliers, and
orders are typically drop-shipped to each restaurant by the applicable
distributor. As a result, Lyon's is able to buy many of its products at costs
that are among the lowest in the industry and is able to operate without a
central warehouse. Lyon's has not experienced any significant shortages of food,
beverages, equipment, fixtures or other products, which are necessary to
restaurant operations. The Company anticipates no such shortages and believes
that alternate suppliers are available in the event any such shortages occur.

FRANCHISE AND DEVELOPMENT AGREEMENTS

GENERAL

    Sybra operates all of its Arby's restaurants as a franchisee of Arby's, Inc.
and is the second largest franchisee of Arby's restaurants. The Company owns the
"Lyon's" brand and all related trademarks, service marks and goodwill.

    Sybra's relationship with Arby's, Inc. is governed by (1) the Development
Agreement, which grants the Company exclusive franchise territories and
(2) unit franchise agreements (collectively, "Franchise Agreements"), one of
which is executed in connection with the opening of each new Arby's restaurant.
These agreements provide Arby's, Inc. with significant rights regarding Sybra's
business operations.

    Any acquisition by Sybra of an existing Arby's restaurant, or the
development by Sybra of a new Arby's restaurant, requires the prior consent of
Arby's, Inc.

    Sybra is prohibited from operating, managing or having a controlling
interest or a fifteen percent (15%) or greater interest in any competing
business offering roast beef sandwiches for sale to consumers and located within
the Protected Area (as defined in the appropriate Franchise Agreement) for each
individual Arby's restaurant it operates.

    Sybra's agreements with Arby's, Inc. also restrict the sale, assignment or
transfer of any substantial portion of the assets of Sybra without the prior
written consent of Arby's, Inc. However those

                                       5
<PAGE>
agreements do not require approval of the assignment, transfer or pledge of all
or any part of the assets of Sybra, excluding the Franchise Agreements, or all
or any part of the stock of Sybra to banks or other lending institutions as
collateral security for loans made directly to or for the benefit of Sybra.

    Should Sybra fail to comply with the Development Agreement, Arby's, Inc.
could terminate the exclusive nature of Sybra's franchises in such covered
territory. In addition, certain events of default under a Franchise Agreement
give Arby's, Inc. the right to terminate the franchise rights of the Sybra
restaurant governed by such Franchise Agreement. A loss of development rights
or, depending upon the aggregate number of restaurants affected, a loss of
franchise rights, could have a material adverse effect on the Company.

    Sybra is also required to operate each of its Arby's restaurants in
accordance with certain standards contained in the Arby's, Inc. Operations
Manual (the "Operations Manual"). Arby's, Inc. periodically monitors the
operations of Sybra's restaurants and notifies Sybra of any failure to comply
with any of the Franchise Agreements, the Development Agreement or the
Operations Manual.

DEVELOPMENT AGREEMENT

    Effective as of November 1, 1997, and as amended May 12, 1998, Sybra and
Arby's, Inc. entered into a Development Agreement covering nine counties in the
Harrisburg-Lancaster-Lebanon-York Dominant Marketing Area ("DMA"), two counties
in the Detroit DMA, 12 counties in the Philadelphia DMA, three counties in the
Dallas-Fort Worth DMA, seven counties in the Washington, D.C.-Hagerstown, MD
DMA, and nine counties in the New York DMA, as well as portions of Baltimore
County, MD and Burlington County, NJ. Under the terms of the Development
Agreement, Sybra has been granted exclusive rights to develop and operate Arby's
restaurants within the covered territories, and is required to develop and
commence construction of new Arby's restaurants in accordance with schedules set
out in the Development Agreement. Pursuant to the Development Agreement, Sybra
is required to submit to Arby's, Inc. for its acceptance each proposed
restaurant site and the plans for each new restaurant. Under the Development
Agreement, Sybra is currently obligated to open or commence construction of a
minimum of 16 restaurants in 2000, 26 restaurants in 2001, and 30 restaurants in
each year beginning in 2002 through and including 2006. Although no assurances
can be given, Sybra currently anticipates meeting or exceeding all of the
development requirements under the Development Agreement.

UNIT FRANCHISE AGREEMENTS

    Sybra operates each of its Arby's restaurants under a Franchise Agreement
with Arby's, Inc. Each Franchise Agreement provides the Company the right to
operate an Arby's restaurant for a period of 20 years. The Franchise Agreements
are renewable by the Company, subject to certain conditions, generally for 20
years (the financial terms of any renewal period may differ from those in effect
during the initial term). Each Franchise Agreement gives Sybra the exclusive
right to operate an Arby's restaurant in a particular geographic area, defined
by either a radius restriction or specific boundaries. The Franchise Agreements
also require Sybra to make royalty payments to Arby's, Inc. equal to a fixed or
variable percentage of each restaurant's revenue. For restaurants opened
pursuant to the Development Agreement, those royalty payments are set at four
percent of sales.

    Pursuant to the Franchise Agreements, Arby's, Inc. prescribes the designs,
color schemes, signs and equipment to be utilized in each restaurant, and
determines the menu items as well as the formulas and ingredients for the
preparation of food and beverage products. Each new restaurant opened within an
area covered by the Development Agreement will be governed by a Franchise
Agreement, with an initial licensing fee of $25,000. Of that license fee,
$10,000 will be deducted from monies already placed on deposit with Arby's, Inc.
in accordance with the Development Agreement.

                                       6
<PAGE>
GOVERNMENT REGULATIONS

    The restaurant business is subject to extensive federal, state and local
government regulations relating to the development and operation of restaurants,
including regulations relating to building, ingress and egress, zoning,
employment issues, the preparation and sale of food and the sale of alcoholic
beverages. The Company is subject to federal and state environmental
regulations, although such regulations have not historically had a material
effect on the Company's operations. The Company is also subject to laws
governing relationships with employees, such as minimum wage requirements,
health insurance coverage requirements and laws regulating overtime working
conditions and employee citizenship. Further increases in the minimum wage or
mandatory health care coverage could have a material adverse effect on the
Company.

SEASONAL AND QUARTERLY RESULTS

    Restaurant sales are moderately seasonal and historically January, February
and March generate the lowest sales volumes for the Company's restaurants. As a
result, operating margins for the first quarter tend to be slightly lower than
those for the remaining quarters due to lower sales providing a smaller spread
to cover fixed costs.

TRADEMARKS AND SERVICE MARKS

    The Franchise Agreements grant the Company the right to use certain
registered trademarks and service marks of Arby's, Inc. The names "Arby's,"
"Arby's Restaurants" and "Arby's Roast Beef Restaurants" were adopted to
identify and promote Arby's. The Company believes that these marks are of
material importance to the operation of its Arby's restaurants.

    The Company owns the trademark and service marks used in connection with the
operation of its Lyon's restaurants. The Company believes that these marks are
of material importance to the operation of its Lyon's restaurants.

COMPETITION

    The restaurant business is highly competitive and is affected by changes in
the public's eating habits and preferences, population trends and traffic
patterns, as well as by local and national economic conditions affecting
consumer spending habits, many of which are beyond the Company's control. Key
competitive factors in the industry are the quality and value of the food
products offered, quality and speed of service, attractiveness of facilities,
advertising, name brand awareness and image and restaurant location. A number of
the Company's significant competitors are larger or more diversified and have
substantially greater resources than the Company.

    The Company's operations, as with the restaurant industry generally, can be
significantly affected by factors such as changes in local, regional or national
economic conditions, changes in consumer tastes, severe weather and consumer
concerns about nutritional quality of the various food products offered at the
Company's restaurants. In addition, factors such as changes in food, labor and
energy costs, the availability and cost of suitable restaurant sites and the
availability of an adequate number of hourly-paid employees can also affect the
restaurant industry.

EMPLOYEES

    As of December 31, 1999, the Company had approximately 7,600 employees, none
of whom are subject to collective bargaining agreements with the Company or any
of its subsidiaries. Employees at five of the Company's Lyon's restaurants are
represented by Hotel Employees and Restaurant Employees Local Union 340, and
were previously subject to collective bargaining agreements with the former
owner of the Lyon's chain. Many of the Company's restaurant employees work
part-time, and many are paid at or slightly above minimum wage levels. The
Company considers its employee relations to be generally good.

                                       7
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ITEM 2. PROPERTIES

    As of December 31, 1999, the Company operated 261 restaurants in the areas
listed below. The Company's land and building leases generally are for terms of
20 years with one or more five-year renewal options. Certain leases require the
payment of additional rent equal to a percentage of annual sales in excess of
specified amounts.

    The Company leases office space in San Diego, California and New York, New
York for its corporate and executive offices and in Flint, Michigan; Sinking
Spring, Pennsylvania; Plano, Texas and Tampa, Florida for its regional
operations centers.

    The following table sets forth the locations of the restaurants operated by
the Company (by state) as of December 31, 1999:

<TABLE>
<CAPTION>
                                                               SYBRA      LYON'S
                                                              --------   --------
<S>                                                           <C>        <C>
California..................................................      0         68
Florida.....................................................     21         --
Maryland....................................................      2         --
Michigan....................................................     52         --
New Jersey..................................................      8         --
Oregon......................................................     --          5
Pennsylvania................................................     34         --
Texas.......................................................     67         --
Virginia....................................................      3         --
West Virginia...............................................      1         --
                                                                ---        ---
  Total:....................................................    188         73
                                                                ===        ===
</TABLE>

ITEM 3. LEGAL PROCEEDINGS

    The Company is not a party to any pending legal proceedings which, in
management's belief, are likely to have a material adverse effect on the
Company, nor to any other pending legal proceedings other than ordinary, routine
litigation incidental to the operation of its business. The Company also
maintains customary commercial, general liability, workers' compensation and
directors and officers insurance policies.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

    None.

                                       8
<PAGE>
                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
  STOCKHOLDER MATTERS

MARKET INFORMATION

    The Company's common stock commenced trading on the American Stock Exchange
on July 23, 1997 under the symbol "IH." The following table sets forth, for the
periods indicated, the applicable range of the high and low sales prices for the
Company's common stock on the American Stock Exchange.

<TABLE>
<CAPTION>
                                                                    1999                  1998
                                                             -------------------   -------------------
                                                               HIGH       LOW        HIGH       LOW
                                                             --------   --------   --------   --------
<S>                                                          <C>        <C>        <C>        <C>
First Quarter..............................................  9-3/4      3-5/8      4-1/16     3-1/8
Second Quarter.............................................  15-1/2     8-1/4      5-1/2      3-15/16
Third Quarter..............................................  14-7/8     11-5/8     5-1/4      3-3/4
Fourth Quarter.............................................  13-1/8     8-7/16     4-1/2      3-1/4
</TABLE>

NUMBER OF STOCKHOLDERS

    The information available indicates that as of March 21, 2000 there were
approximately 3,267 holders of record of the Company's common stock.

DIVIDENDS

    The Company has not paid any cash dividends on its common stock and does not
intend to pay cash dividends on its common stock for the foreseeable future. The
Company intends to retain future earnings to finance future development.

ITEM 6. SELECTED FINANCIAL INFORMATION

SELECTED HISTORICAL FINANCIAL DATA

    Set forth below are selected historical financial data of the Company, which
is the post-reorganization successor to Old ICH. Until the Company's acquisition
of Sybra, Inc. (see Note 2 to Notes To Consolidated Financial Statements), the
Company had no significant business operations. Old ICH financial data is not
presented as its assets, liabilities and operations were dissolved or sold as
part of Old ICH's reorganization plan (see Note 1 to Notes To Consolidated
Financial Statements). For purposes of presentation, Sybra is considered to be a
Predecessor of the Company.

    Accordingly, the selected historical financial data for the four months
ended April 30, 1997 and as of and for the years ended December 31, 1996 and
December 31, 1995 were derived from the financial statements of the Predecessor.
Due to required purchase accounting adjustments relating to the acquisition and
certain corporate administrative expenses that are necessary to operate on a
stand-alone basis, the consolidated financial and other data for the period
subsequent to the acquisition (the "Successor Period") is not comparable to such
data for the periods prior to the acquisition (the "Predecessor Period"). Pro
forma net income (loss) was derived by retroactively adjusting all prior years
as if the acquisition had occurred on January 1, 1995. As such, the effects of
purchase accounting, including the impact of the different capital structure of
the Predecessor, has been reflected in arriving at pro forma net income (loss)
for the prior periods.

    In addition, adjustments reflecting the costs of operating a stand-alone
company have been retroactively included in arriving at pro forma net income
(loss) for the prior periods. Such costs include, but are not limited to,
administrative services, tax compliance, treasury service, human resource
administration and legal services. The information contained in this table
should be read in conjunction

                                       9
<PAGE>
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's financial statements and accompanying notes
thereto included herein.

<TABLE>
<CAPTION>
                                                      COMPANY         PREDECESSOR    COMPANY    COMBINED        PREDECESSOR
                                                -------------------   -----------   ---------   ---------   -------------------
                                                                         FOUR         EIGHT
                                                  YEAR       YEAR       MONTHS       MONTHS       YEAR        YEAR       YEAR
STATEMENT OF EARNINGS DATA                       ENDED      ENDED        ENDED        ENDED       ENDED      ENDED      ENDED
(000'S EXCEPT PER SHARE AMOUNTS)                DEC. 31,   DEC. 31,    APRIL 30,    DEC. 31,    DEC. 31,    DEC. 31,   DEC.31,
(UNAUDITED)                                       1999       1998        1997        1997(A)     1997(A)      1996       1995
--------------------------------                --------   --------   -----------   ---------   ---------   --------   --------
<S>                                             <C>        <C>        <C>           <C>         <C>         <C>        <C>
Revenues......................................  $244,879   $140,032     $37,916      $75,006    $112,922    $116,124   $115,531
Cost & Expenses
  Restaurant costs/expenses...................   206,856    113,845      32,006       61,503      93,509      93,867     94,414
  General & administrative....................    15,409      9,479       2,212        5,087       7,299       6,179      6,643
  Depreciation & amortization.................     5,731      4,923       2,006        3,398       5,404       5,972      6,041
  Non-recurring/restructuring Charges.........        --         --          --        1,497       1,497          --         --
  Other.......................................       230        691          --          977         977       1,200        900

Earnings from operations......................    16,653     11,094       1,692        2,544       4,236       8,906      7,533

  Interest expense............................     8,092      6,035         638        3,661       4,299       2,346      2,605
  Income (loss) from continuing operations and
    before taxes..............................     8,561      5,059       1,054       (1,117)        (63)      6,560      4,928
  Provision (benefit) for income taxes........     3,467      2,143         434         (253)        181       2,398      1,913
  Income (loss) from continuing operations....     5,094      2,916         620         (864)       (244)      4,162      3,015
  Gain from sale of discontinued operations...        --        388          --           --          --          --         --

Net Income (loss).............................  $  5,094   $  3,304     $   620      $  (864)   $   (244)   $  4,162   $  3,015

Income (loss) from continuing operations per
  share:
  Basic.......................................  $   1.82   $   1.11          --      $  (.34)         --          --         --
  Diluted.....................................  $   1.47   $   1.01          --      $  (.34)         --          --         --
Gain from discontinued operation per share:
  Basic.......................................        --   $    .15          --           --          --          --         --
  Diluted.....................................        --   $    .13          --           --          --          --         --
Net income (loss) per share:
  Basic.......................................  $   1.82   $   1.26          --      $  (.34)         --          --         --
  Diluted.....................................  $   1.47   $   1.14          --      $  (.34)   $     --          --         --

Pro-forma net income (loss) (b)...............  $  5,094   $  2,916     $  (791)     $   690    $   (101)   $    857   $    206
Other data:
  EBITDA (c)..................................  $ 22,384   $ 16,017     $ 3,698      $ 5,942    $  9,640    $ 14,878   $ 13,574
  EBITDA--Pro forma (c).......................  $ 22,384   $ 16,017     $ 2,212      $ 8,209    $ 10,421    $ 12,016   $ 10,932

Balance Sheet Data
  Working capital deficit.....................  $ (3,555)  $ (7,459)        n/a       (5,006)   $    n/a    $ (8,455)  $ (7,112)
  Total assets................................  $132,656   $113,466         n/a       75,264    $    n/a    $ 75,601   $ 74,373
  Total long-term obligations.................  $ 80,183   $ 65,677         n/a       47,417    $    n/a    $ 24,728   $ 31,152
  Shareholders' equity........................  $ 19,320   $ 15,026         n/a       11,185    $    n/a    $ 35,142   $ 30,980
</TABLE>

<TABLE>
<S>     <C>  <C>
NOTES:  (a)  Included in the results of operations for the eight months
             ending December 31, 1997 are sales and operating loss of
             $164 and $(188), respectively, of the Company for the period
             from February 19, 1997 to April 30, 1997.

        (b)  Pro forma net income (loss) reflects (1) the effects of
             purchase accounting for Sybra as if the purchase was
             effective on January 1, 1995; (2) increased interest expense
             for the Predecessor Period as a result of a difference in
             capital structure; and (3) increased general and
             administrative expenses reflecting the costs of operating as
             a stand-alone public company; and has been tax effected
             using a combined federal and state income tax rate of 40%.
</TABLE>

                                       10
<PAGE>
<TABLE>
<S>     <C>  <C>
        (c)  EBITDA on a pro forma basis gives effect to the adjustments
             discussed in Note (b) above. Management believes that EBITDA
             is generally accepted as providing useful information
             regarding a company's ability to service and/or incur debt.
             EBITDA should not be considered in isolation or as a
             substitute for net income, cash flows, or other consolidated
             income or cash flow data prepared in accordance with
             generally accepted accounting principles or as a measure of
             a company's profitability or liquidity.
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS

    The following discussion should be read in conjunction with the "Selected
Historical Financial Data" and the financial statements of the Company and the
accompanying notes thereto included elsewhere herein. Certain information
discussed below may constitute forward-looking statements within the meaning of
the federal securities laws. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that its expectations will be achieved.
Forward-looking information is subject to certain risks, trends and
uncertainties that could cause actual results to differ materially from
projected results. Among those risks, trends and uncertainties are the general
economic climate, costs of food and labor, consumer demand, interest rate
levels, the availability of financing and other risks associated with the
acquisition, development and operation of new and existing restaurants. Unless
otherwise indicated, all amounts are in thousands except share amounts.

    On April 30, 1997, the Company acquired all of the outstanding capital stock
of Sybra, Inc. ("Sybra"), the second largest franchisee of Arby's restaurants.
The aggregate purchase price was approximately $39.8 million which included the
repayment of $23.7 million of Sybra indebtedness and an additional $2 million of
acquisition indebtedness due to the seller within two years. Concurrently with
the Company's acquisition of Sybra, Sybra entered into a sale/leaseback
transaction on 61 of its restaurant sites with U.S. Restaurant Properties, Inc.
("USRP"). As of December 31, 1999, Sybra owned and operated 188 Arby's
restaurants located primarily in Michigan, Texas, Pennsylvania, New Jersey and
Florida.

    On December 14, 1998, the Company acquired substantially all of the assets
of the Lyon's restaurant chain, through a newly-formed wholly-owned subsidiary,
Lyon's of California, Inc. ("Lyon's"). The aggregate purchase price was
approximately $22.6 million, of which $16.5 million was financed by USRP
(Finance) LLC. As of December 31, 1999, Lyon's owned and operated a chain of 73
full-service family dining restaurants located in northern California and
Oregon.

GENERAL

    The Company's revenues consist almost entirely of restaurant sales from its
principal operating subsidiaries, Sybra and Lyon's.

    Restaurant costs and expenses include all direct operating costs, including
direct labor, occupancy costs, advertising expenses, royalty payments,
expenditures for repairs and maintenance, and workers' compensation and casualty
and general liability insurance costs. Advertising fees paid by the Company's
Sybra subsidiary to the Arby's Franchise Association to develop and prepare
advertising materials and to undertake marketing research are equal to 0.7% of
restaurant sales. In addition, Sybra operates its restaurants pursuant to
licenses which require Sybra to pay Arby's, Inc. a royalty based upon
percentages of its restaurant sales (presently an aggregate of approximately
3.1% of Sybra's restaurant sales). The royalty rate for new Arby's restaurants
(currently 4.0%) will result in an increase in the aggregate royalty rate for
Sybra as new Arby's restaurants are opened.

    General and administrative expenses consist of corporate and regional office
expenses, including executive and administrative compensation, office expenses,
travel and professional fees.

                                       11
<PAGE>
RESULTS OF OPERATIONS

    The following table sets forth, with respect to the Company and for the
periods indicated, the percentage of total revenues represented by certain
expense and income items.

    For purposes of the discussion below, the results of operations for the year
ended December 31, 1997 represent the mathematical addition of the historical
amounts of Sybra for the Predecessor Period (December 29, 1996 to April 30,
1997) and the Successor Period (May 1, 1997 to December 31, 1997) and are not
necessarily indicative of the results that would actually have been obtained if
the Sybra acquisition had occurred on January 1, 1997. The Predecessor Period
does not give effect to, among other items, corporate expenses necessary to
operate on a stand-alone basis. Such expenses include, but are not limited to,
certain administrative services, tax compliance, treasury service, human
resource administration and legal services.

<TABLE>
<CAPTION>
                                                                                     PREDECESSOR/COMPANY
                                                                COMPANY                   COMBINED
                                                     -----------------------------   -------------------
                                                      YEAR ENDED      YEAR ENDED         YEAR ENDED
CONSOLIDATED COMPANY                                 DEC. 31, 1999   DEC. 31, 1998      DEC. 31, 1997
--------------------                                 -------------   -------------   -------------------
<S>                                                  <C>             <C>             <C>
Revenues...........................................      100.0%          100.0%             100.0%
Expenses:
Restaurant costs & expenses........................       84.5%           81.3%              82.8%
General & administrative...........................        6.3%            6.8%               6.5%
Depreciation & amortization........................        2.3%            3.5%               4.8%
Non-recurring/restructuring charges................         --              --                1.3%
Other..............................................         .1%             .5%                .9%
                                                         -----           -----              -----
Operating income (loss)............................        6.8%            7.9%               3.7%
Interest expense...................................        3.3%            4.3%               3.8%
                                                         -----           -----              -----
Income (loss) from continuing operations and before
  taxes............................................        3.5%            3.6%               (.1)%
Income taxes (benefit).............................        1.4%            1.5%                .1%
                                                         -----           -----              -----
Income (loss) from continuing operations and before
  taxes............................................        2.1%            2.1%               (.2)%
Gain from sale of discontinued operations..........         --              .3%                --
                                                         -----           -----              -----
Net income (loss)..................................        2.1%            2.4%               (.2)%
                                                         =====           =====              =====
</TABLE>

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

    Revenues--Consolidated revenues were $244.9 million for 1999 as compared to
$140.0 million for 1998, an increase of $104.9 million or 74.9%. This sales
increase is due primarily to the acquisition of the Lyon's restaurants on
December 14, 1998 which generated $99.9 million in sales for the year ended
December 31, 1999. Lyon's sales from the date of acquisition (December 14, 1998)
through December 31, 1998 were $7.0 million. Consolidated 1999 revenues also
reflect Sybra's same store sales increase of 2.4% versus 1998, sales from new
store openings and store acquisitions, offset by the fact that Sybra, which
operates on a 52/53 week accounting cycle, had 53 weeks of sales in 1998 and had
only 52 weeks in 1999. Additionally, Sybra sold 9 of its Arby's units early in
the fourth quarter of 1999.

    Restaurant Costs & Expenses--Consolidated restaurant costs and expenses were
$206.9 million, or 84.5% of sales for 1999 as compared to $113.8 million, or
81.3% of sales for 1998, an increase of $93.1 million. The increase in total
restaurant costs and expenses is due primarily to the acquisition of the Lyon's
restaurants on December 14, 1998, as well as the sales increase explained above.
As a percentage of sales, restaurant costs and expenses increased as a result of
including the lower margin Lyon's restaurants with Sybra.

                                       12
<PAGE>
    General and Administrative--General and administrative costs and expenses
were $15.4 million, or 6.3% of sales, for 1999 as compared to $9.5 million, or
6.8% of sales, for 1998. The increase in costs and expenses was primarily due to
the costs of operating the Lyon's restaruant chain, although these costs and
expenses decreased as a percentage of sales due to efficiencies obtained through
combining the Lyon's restaurant operations with the Company's other operations.

    Depreciation and Amortization--Consolidated depreciation and amortization
expense was $5.7 million, or 2.3% of sales in 1999 as compared to $4.9 million,
or 3.5% of sales in 1998, a decrease as a percentage of sales as a result of the
lower depreciation charges related to the Lyon's restaurants.

    Interest Expense--Consolidated interest expense was $8.1 million, or 3.3% of
sales in 1999 as compared to $6.0 million, or 4.3% of sales in 1998, an increase
of $2.1 million primarily as a result of debt incurred in connection with the
Company's acquisition of the Lyon's restaurants and debt incurred in connection
with new store openings and store acquisitions at Sybra.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997

    Revenues--Consolidated revenues were $140.0 million for 1998 as compared to
$112.9 million for 1997, an increase of $27.1 million or 24.0%. Sybra's sales
for the year ended December 31, 1998 were $131.3 million, an increase of $19.7
million or 17.6% over the prior year comparable period, as a result of the fact
that Sybra, which operates on a 52/53 week accounting cycle, had 53 weeks of
sales in 1998 and only 52 weeks of sales in 1997. Consolidated revenues were
also impacted by Sybra's same store sales increases of 4.8% for the period,
sales from new store openings and store acquisitions. Sales from the Company's
Lyon's restaurants from the date of acquisition (December 14, 1998) to December
31, 1998, were $7.0 million.

    Restaurant Costs & Expenses--Consolidated Restaurant costs and expenses were
$113.8 million, or 81.3% of sales, for 1998 as compared to $93.5 million, or
82.8% of sales for 1997, an increase of $20.3 million due to the sales increase
explained above and the acquisition of the Lyon's restaurants on December 14,
1998. As a percentage of sales, costs decreased as a result of lower labor costs
due to improved efficiency, net of increases in rent expense associated with the
Company's sale/leaseback of 61 properties previously classified as owned.

    General and Administrative--General and administrative costs and expenses
were $9.5 million, or 6.8% of sales, for 1998 as compared to $7.3 million, or
6.5% of sales, for 1997. These increased costs and expenses resulted from costs
associated with operating the Company as a stand-alone public company, as well
as increased expenses associated with business development and real estate
operations necessary to achieve new store development requirements.

    Depreciation and Amortization--Consolidated depreciation and amortization
expense was $4.9 million, or 3.5% of sales in 1998 as compared to $5.4 million,
or 4.8% of sales in 1997, a decrease as a percent of sales as a result of the
impact of the sale/leasebacks explained above, net of goodwill amortization as a
result of purchase accounting related to the Sybra acquisition.

    Interest Expense--Interest expense was $6.0 million, or 4.3% of sales in
1998 as compared to $4.3 million, or 3.8% of sales in 1997, an increase of $1.7
million as a result of debt incurred in connection with the Company's
acquisition of Sybra, new store openings and store acquisitions.

CAPITAL EXPENDITURES

    The Company's total capital expenditures were $19.1 million, $12.9 million
and $5.1 million in 1999, 1998 and 1997, respectively, which include new store
development, as well as store maintenance, store remodel and store renovation
capital expenditures. The Company anticipates that store maintenance, store
remodel and store renovation capital expenditures for 2000 will approximate $6.0
million. The level of capital expenditures for new store development and
acquisitions will be dependent upon several factors, including the number of
stores constructed and/or acquired, the availability of appropriate financing as
well as the capital structure of any such transactions.

                                       13
<PAGE>
OPERATING SEGMENTS

    The Company operates entirely in the food service industry with
substantially all revenues resulting from the sale of menu products at the
restaurants operated by its wholly-owned subsidiaries. At December 31, 1999,
Sybra owned and operated 188 Arby's restaurants and Lyon's owned and operated 73
Lyon's restaurants. The Company considers each subsidiary a reportable segment.
The Company evaluates performance based on several factors, of which the primary
financial measure is business segment operating income.

    For purposes of the discussion below, the results of operations for the year
ended December 31, 1997 represent the mathematical addition of the historical
amounts of Sybra for the Predecessor Period (December 29, 1996 to April 30,
1997) and the Successor Period (May 1, 1997 to December 31, 1997) and are not
necessarily indicative of the results that would actually have been obtained if
the Sybra acquisition had occurred on December 31, 1996. The amounts reported
for Lyon's reflect only the periods subsequent to the acquisition date
(December 14, 1998).

<TABLE>
<CAPTION>
                                                            YEAR ENDED      YEAR ENDED      YEAR ENDED
SYBRA                                                      DEC. 31, 1999   DEC. 31, 1998   DEC. 31, 1997
-----                                                      -------------   -------------   -------------
<S>                                                        <C>             <C>             <C>
Sales....................................................      100.0%          100.0%          100.0%
Expenses:
Restaurant costs & expenses..............................       81.0%           82.3%           83.7%
Depreciation & amortization..............................        3.1%            3.7%            4.8%
                                                               -----           -----           -----
Operating income (loss)..................................       15.9%           14.0%           11.5%
                                                               =====           =====           =====
</TABLE>

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

    Sales--Sybra's sales for the year ended December 31, 1999 were $144.5
million, an increase of $13.2 million or 10.1% over the prior year comparable
period. This increase is the result of a same store sales increase of 2.4%,
sales from new store openings and store acquisitions, offset by the fact that
Sybra, which operates on a 52/53 week accounting cycle, had 53 weeks of sales in
1998 and only 52 weeks of sales in 1999. Additionally, Sybra sold 9 of its
Arby's units early in the fourth quarter of 1999.

    Restaurant Costs & Expenses--Sybra's restaurant costs and expenses were
$117.1 million, or 81.0% of sales, for 1999 as compared to $108.1 million, or
82.3% of sales, for 1998, an increase of $9.0 million due to the sales increase
explained above. As a percentage of sales, costs decreased primarily as a result
of increased efficiencies and a decrease in the cost of certain food and related
products.

    Depreciation and Amortization--Sybra's depreciation and amortization expense
was $4.5 million, or 3.1% of sales in 1999, as compared to $4.9 million, or 3.7%
of sales in 1998, a decrease as a percentage of sales as a result of changes in
the depreciation schedule of Sybra's assets related to the Company's acquisition
of Sybra.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997

    Sales--Sybra's sales for the year ended December 31, 1998 were $131.3
million, an increase of $19.7 million or 17.6% over the prior year combined
comparable period. This increase is a result of the fact that Sybra, which
operates on a 52/53 week accounting cycle, had 53 weeks of sales in 1998 and
only 52 weeks of sales in 1997, as well as a same store sales increase of 4.8%,
sales from new store openings and store acquisitions.

    Restaurant Costs & Expenses--Sybra's restaurant costs and expenses were
$108.1 million, or 82.3% of sales, for 1998 as compared to $93.5 million, or
83.7% of sales for 1997, an increase of $14.6 million due to the sales increase
explained above. As a percentage of sales, costs decreased as a result of lower
labor and other operating costs due to improved efficiency, net of increases in
rent expense associated with the Company's sale/leaseback of 61 properties
previously classified as owned.

                                       14
<PAGE>
    Depreciation and Amortization--Depreciation and amortization expense was
$4.9 million, or 3.7% of sales in 1998 as compared to $5.4 million, or 4.8% of
sales in 1997, a decrease as a percentage of sales as a result of the impact of
the sale/leasebacks explained above, net of goodwill amortization as a result of
purchase accounting related to the Sybra acquisition.

CAPITAL EXPENDITURES

    Sybra's total capital expenditures were $17.0 million, $12.9 million and
$5.1 million in 1999, 1998 and 1997, respectively, which include new store
development, as well as store maintenance, store remodel and store renovation
capital expenditures. Sybra anticipates that store maintenance, store remodel
and store renovation capital expenditures for 2000 will approximate $3.4
million. The level of capital expenditures for new store development and
acquisitions will be dependent upon several factors, including the number of
stores constructed and/or acquired, the availability of appropriate financing as
well as the capital structure of any such transactions.

LYON'S

<TABLE>
<CAPTION>
                                                                                  DEC. 14, 1998
                                                                              (DATE OF ACQUISITION)
                                                               YEAR ENDED            THROUGH
                                                              DEC. 31, 1999       DEC. 31, 1998
                                                              -------------   ---------------------
<S>                                                           <C>             <C>
Sales.......................................................      100.0%              100.0%
Expenses:
Restaurant costs & expenses.................................       89.8%               82.4%
Depreciation & amortization.................................        1.2%                0.5%
                                                                  -----               -----
Operating income (loss).....................................        9.0%               17.1%
                                                                  =====               =====
</TABLE>

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD FROM DATE OF
  ACQUISITION (DECEMBER 14, 1998) THROUGH DECEMBER 31, 1998

    Sales--As discussed above, the Lyon's restaurants were acquired on
December 14, 1998. Lyon's sales for the year ended December 31, 1999 were $99.9
million. Lyon's sales for the period from the date of acquisition (December 14,
1998) through December 31, 1998 were $7.0 million.

    Restaurant Costs & Expenses--Lyon's restaurant costs and expenses were $89.7
million, or 89.8% of sales, for the year ended December 31, 1999 as compared to
$5.8 million or 82.4% of sales for the period from the date of acquisition
(December 14, 1998) through December 31, 1998. Restaurant costs and expenses
increased as a percentage of sales in 1999 as a result of the fact that the
Christmas shopping season and Christmas day (the period of time that Lyon's was
owned by the Company in 1998) are generally higher sales volume periods. As a
result, costs as a percentage of sales decrease during these higher sales volume
periods. The restaurant costs and expenses for the year ended December 31, 1999
are likely more indicative of the recurring annual levels of these costs
although no assurance can be given that this level of expense will continue.
Restaurant costs and expenses are subject to price fluctuations of goods and
services, restaurant level efficiencies and sales levels.

    Depreciation and Amortization--Lyon's depreciation and amortization expense
was $1.2 million, or 1.2% of sales, in 1999 as compared to $38, or 0.5% of
sales, for the period from the date of acquisition (December 14, 1998) through
December 31, 1998. Depreciation and amortization expense increased as a
percentage of sales in 1999 as a result of the fact that the Christmas shopping
season and Christmas day (the period of time that Lyon's was owned by the
Company in 1998) are generally higher sales volume periods. As a result, costs
as a percentage of sales decrease during these higher sales volume periods.

                                       15
<PAGE>
CAPITAL EXPENDITURES

    Lyon's total capital expenditures were $2.1 million in 1999. For the period
from the date of acquisition (December 14, 1998) through December 31, 1998,
Lyon's had no capital expenditures. Lyon's anticipates that store maintenance,
store remodel and store renovation capital expenditures for 2000 will
approximate $2.6 million.

IMPACT OF THE YEAR 2000 ISSUES

    During 1999 and 1998 the Company assessed its internal and store-level
systems and concluded that its hardware and software were Year 2000 compliant.
Prior to January 1, 2000 the Company was also in communication with respect to
Year 2000 issues with its suppliers to assess the likelihood that those
suppliers might be affected by Year 2000 issues. The Company's internal and
store-level systems were essentially unaffected by the calender change to the
year 2000 and the Company has not experienced any known delays or shortages in
receipt of product from any of its suppliers as a result of Year 2000 issues.

LIQUIDITY AND CAPITAL RESOURCES

    The Company's primary liquidity needs arise from debt service on
indebtedness incurred in connection with the Sybra acquisition, the Lyon's
acquisition, operating lease requirements and the funding of capital
expenditures primarily for new store openings. As of December 31, 1999, the
Company had total long-term debt of $82.3 million, which included $30.3 million
under a term facility with Atherton Capital Incorporated (the "Atherton Loan"),
$15.9 million under a term facility with USRP (Finance) LLC (the "USRP Loan")
and certain other indebtedness totaling $36.1 million. The Atherton Loan has a
weighted-average maturity of 12.5 years (of which approximately 9.5 years
remain), bears interest at 10.63%, requires monthly payments of principal and
interest, is collateralized by substantially all of the assets owned by Sybra at
the time it was acquired by the Company and imposes certain financial
restrictions and covenants. The USRP Loan has a weighted average maturity of 12
years (of which approximately 11 years remain) a weighted average interest rate
of 12.75%, requires monthly payments of principal and interest, is
collateralized by substantially all of the assets owned by Lyon's and imposes
certain financial restrictions and covenants. In December, 1999, the Company
completed three separate financing transactions totalling $15.0 million, the
proceeds of which were used both to repay existing indebtedness and to
contribute to the Company's working capital. (See "Recent Developments").

    The Company's primary source of liquidity during the year was the operation
of the restaurants owned by its principal operating subsidiaries, Sybra and
Lyon's, and debt and lease financing.

    In the future, the Company's liquidity and capital resources will primarily
depend on the operations of Sybra and Lyon's which, under the provisions of the
Company's loan agreements, would permit, under certain conditions, distributions
and dividends to the Company. Sybra and Lyon's, like most restaurant businesses,
are able to operate with nominal or deficit working capital because all sales
are for cash and inventory turnover is rapid. Renovation and/or remodeling of
existing restaurants is either funded directly from available cash or, in some
instances, is financed through outside lenders. Construction or acquisition of
new restaurants is generally, although not always, financed by outside lenders.
The Company believes that it will continue to be able to secure adequate
financing on acceptable terms for new restaurant construction and acquisitions
and that cash generated from operations will be adequate to meet its needs for
the foreseeable future, although no assurances can be given.

RECENT DEVELOPMENTS

    On December 22, 1999, the Company completed a $5.5 million financing with
U.S. Restaurant Lending Group I, L.P., of which approximately $4.5 million of
the proceeds was used to repay existing indebtedness. This loan bears interest
at an annual rate of 10.53% and matures in 15 years. On

                                       16
<PAGE>
December 29, 1999, the Company completed an $8.5 million financing with Finova
Capital Corporation and a $1.0 million financing with CNL APF Partners, L.P.,
substantially all of which proceeds were contributed to the Company's working
capital. These loans bear interest at annual rates of 10.88% and 10.54%, and
mature in 10 years and 15 years, respectively.

SUBSEQUENT EVENTS

    On January 31, 2000, AmeriServe Food Distributors and several affilliates
filed for Chapter 11 protection. (See Item I--"Restaurant Operations--Raw
Materials").

CAPITAL LOSS CARRY FORWARD

    On April 25, 1997, the Company sold its interest in the stock of Bankers
Multiple Line Insurance Company, which generated a significant tax loss (see
Note 3 of Notes to Consolidated Financial Statements). Due to limitations
pursuant to the Internal Revenue Code and Treasury regulations thereunder, no
deferred tax asset has been recorded for the capital loss carry forward due to
the uncertainty of its availability and realizability.

INFLATION

    Certain of the Company's operating costs are subject to inflationary
pressures, of which the most significant are food and labor costs. As of
December 31, 1999, a significant percentage of the Company's employees were paid
wages equal to or based on the federal minimum hourly wage rate. An increase in
the minimum wage and/or economic growth that would reduce unemployment or make
more jobs available in higher paying industries would directly affect the
Company's labor costs.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The response to this item is submitted as a separate section of this Form
10-K. See Item 14.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
  ACCOUNTING AND FINANCIAL DISCLOSURE

    None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information required by Item 10 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 26, 2000.

ITEM 11. EXECUTIVE COMPENSATION

    The information required by Item 11 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 26, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by Item 12 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 26, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required by Item 13 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 26, 2000.

                                       17
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements

    The financial statements filed as part of this report are listed in the
    Index to Consolidated Financial Statements on page F-1.

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Report of Independent Accountants...........................    F-2
Consolidated Balance Sheets.................................    F-3
Consolidated Statements of Operations.......................    F-4
Consolidated Statements of Stockholders' Equity.............    F-5
Consolidated Statements of Cash Flows.......................    F-6
Notes to Consolidated Financial Statements..................    F-7
</TABLE>

    2. Financial Statement Schedules

    Schedules have been omitted either because the required information is shown
    in the consolidated financial statements or notes thereto or they are not
    applicable.

    3. Exhibits The exhibits to this Report are listed on the accompanying Index
    to Exhibits and are incorporated herein by reference or are filed as part of
    this Annual Report on Form 10-K.

(b) Reports on Form 8-K

    None.

                                       18
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          I.C.H. Corporation
                                          (Registrant)

<TABLE>
<S>                                            <C>
Dated: March 24, 2000                          /s/James R. Arabia
                                               --------------------------------------------
                                               James R. Arabia
                                               Chairman of the Board, President and
                                               Chief Executive Officer

Dated: March 24, 2000                          /s/Glen V. Freter
                                               --------------------------------------------
                                               Glen V. Freter
                                               Senior Vice President and
                                               Chief Financial Officer

Dated: March 24, 2000                          /s/John A. Bicks
                                               --------------------------------------------
                                               John A. Bicks
                                               Executive Vice President, General
                                               Counsel, Secretary and Director

Dated: March 24, 2000                          /s/Robert H. Drechsler
                                               --------------------------------------------
                                               Robert H. Drechsler
                                               Executive Vice President, Corporate
                                               Counsel and Director

Dated: March 24, 2000                          /s/Timothy Scott
                                               --------------------------------------------
                                               Timothy Scott
                                               Director

Dated: March 24, 2000                          /s/David A. Gotz
                                               --------------------------------------------
                                               David A. Gotz
                                               Director

Dated: March 24, 2000                          /s/Carl D. Robinson
                                               --------------------------------------------
                                               Carl D. Robinson
                                               Director

Dated: March 24, 2000                          /s/Raymond L. Steele
                                               --------------------------------------------
                                               Raymond L. Steele
                                               Director
</TABLE>

                                       19
<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
I.C.H. CORPORATION AND SUBSIDIARIES:

  Report of Independent Accountants.........................    F-2

  Consolidated Balance Sheets--Company as of December 31,       F-3
    1999 and December 31, 1998..............................

  Consolidated Statements of Operations--Company for the        F-4
    years ended December 31, 1999 and December 31, 1998 and
    the eight-month period ended December 31, 1997 and
    Predecessor for the four-month period ended April 30,
    1997....................................................

  Consolidated Statements of Stockholders' Equity--Company      F-5
    for the years ended December 31, 1999 and December 31,
    1998 and the period from February 19, 1997 to December
    31, 1997 and Predecessor for the four-month period ended
    April 30, 1997..........................................

  Consolidated Statements of Cash Flows--Company for the        F-6
    years ended December 31, 1999 and December 31, 1998 and
    the eight-month period ended December 31, 1997 and
    Predecessor for the four-month period ended April 30,
    1997....................................................

  Notes to Consolidated Financial Statements................    F-7
</TABLE>

                                      F-1
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
I.C.H. Corporation

    In our opinion, the accompanying consolidated balance sheets of I.C.H.
Corporation and Subsidiaries ("Company") as of December 31, 1999 and 1998 and
the related consolidated statements of operations, stockholders' equity and of
cash flows--Company for the years ended December 31, 1999 and 1998 and for the
eight-month period ended December 31, 1997 and--Sybra, Inc. ("Predecessor") for
the four-month period ended April 30, 1997 present fairly, in all material
respects, the financial position of I.C.H. Corporation and Subsidiaries at
December 31, 1999 and 1998, and results of their operations and their cash flows
--Company for the years ended December 31, 1999 and 1998 and for the eight-month
period ended December 31, 1997--Predecessor for the four-month period ended
April 30, 1997 in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

                                          PricewaterhouseCoopers LLP

San Diego, California
February 28, 2000

                                      F-2
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                      (IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................    $ 15,085       $  9,235
  Accounts receivable.......................................         735          1,293
  Inventories...............................................       2,867          2,828
  Deferred income taxes.....................................       1,029          1,137
  Other current assets......................................       2,769          4,473
                                                                --------       --------
      Total current assets..................................      22,485         18,966
Property and equipment, net.................................      54,461         40,141
Intangible assets, net......................................      47,622         47,462
Other assets................................................       8,018          4,326
Deferred income taxes, net..................................          70          2,571
                                                                --------       --------
      Total assets..........................................    $132,656       $113,466
                                                                ========       ========
                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................    $  9,962       $  8,254
  Accrued liabilities.......................................      11,539         12,743
  Current portion of long-term debt.........................       4,295          4,839
  Current portion of capital lease obligations..............         244            589
                                                                --------       --------
      Total current liabilities.............................      26,040         26,425
Noncurrent liabilities:
  Long-term debt............................................      78,009         63,193
  Long-term capital lease obligations.......................       2,174          2,484
  Other liabilities.........................................       7,113          6,338
                                                                --------       --------
      Total liabilities.....................................     113,336         98,440
                                                                --------       --------
Stockholders' equity:
  Preferred stock, $0.01 par value; 1,000,000 authorized;
    none issued and outstanding.............................          --             --
  Common stock, $0.01 par value;19,000,000 authorized;
    2,811,643 outstanding (see note 10).....................          28             27
  Paid-in-capital...........................................      12,662         12,559
  Retained earnings.........................................       6,630          2,440
                                                                --------       --------
      Total stockholders' equity............................      19,320         15,026
                                                                --------       --------
      Total liabilities and stockholders' equity............    $132,656       $113,466
                                                                ========       ========
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                      (IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                           COMPANY        COMPANY      PREDECCESSOR     COMPANY        COMBINED
                                         ------------   ------------   ------------   ------------   ------------
                                                                         FOR THE        FOR THE
                                         FOR THE YEAR   FOR THE YEAR   FOUR MONTHS    EIGHT MONTHS     FOR THE
                                            ENDED          ENDED          ENDED          ENDED        YEAR ENDED
                                         DECEMBER 31,   DECEMBER 31,    APRIL 30,     DECEMBER 31,   DECEMBER 31,
                                             1999           1998           1997           1997           1997
                                         ------------   ------------   ------------   ------------   ------------
<S>                                      <C>            <C>            <C>            <C>            <C>
Revenue and other income:
  Restaurant sales.....................   $  244,410     $  138,315      $37,868       $   73,787      $111,655
  Other................................          469          1,717           48            1,219         1,267
                                          ----------     ----------      -------       ----------      --------
Total revenues.........................      244,879        140,032       37,916           75,006       112,922

Costs and expenses:
  Restaurant costs and expenses........      206,856        113,845       32,006           61,503        93,509
  General and administrative...........       15,409          9,479        2,212            5,087         7,299
  Depreciation and amortization........        5,731          4,923        2,006            3,398         5,404
  Other................................          230            691           --              977           977
  Non-recurring/restructuring
    charges............................           --             --           --            1,497         1,497
                                          ----------     ----------      -------       ----------      --------

Operating income.......................       16,653         11,094        1,692            2,544         4,236
Interest expense.......................        8,092          6,035          638            3,661         4,299
                                          ----------     ----------      -------       ----------      --------
Income (loss) from continuing
  operations before income taxes.......        8,561          5,059        1,054           (1,117)          (63)
Provision (benefit) for income taxes...        3,467          2,143          434             (253)          181
                                          ----------     ----------      -------       ----------      --------
Income (loss) from continuing
  operations...........................        5,094          2,916          620             (864)         (244)
Gain from sale of discontinued
  operation............................           --            388           --               --            --
                                          ----------     ----------      -------       ----------      --------
Net income (loss)......................   $    5,094     $    3,304      $   620       $     (864)     $   (244)
                                          ==========     ==========      =======       ==========      ========
Income (loss) from continuing
  operations per share:
  Basic................................   $     1.82     $     1.11                    $     (.34)
  Diluted..............................   $     1.47     $     1.01                    $     (.34)

Gain from discontinued operations per
  share:
  Basic................................   $       --     $      .15
  Diluted..............................   $       --     $      .13

Net income (loss) per share:
  Basic................................   $     1.82     $     1.26                    $     (.34)
  Diluted..............................   $     1.47     $     1.14                    $     (.34)

Weighted-average common shares
  outstanding (see note 10):
  Basic................................    2,799,000      2,620,000                     2,549,000
  Diluted..............................    3,475,000      2,903,000                     2,549,000
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                      (IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                 COMMON STOCK                                 TOTAL
                                             --------------------   PAID-IN    RETAINED   STOCKHOLDERS'
                                              SHARES      AMOUNT    CAPITAL    EARNINGS      EQUITY
                                             ---------   --------   --------   --------   -------------
<S>                                          <C>         <C>        <C>        <C>        <C>
Predecessor
  Balance at December 31, 1996.............     55,199     $28      $21,398    $ 13,716     $ 35,142
    Net income for period..................         --      --           --         620          620
    Distributions:
      Land parcel..........................         --      --           --        (845)        (845)
      Cash.................................         --      --           --     (46,079)     (46,079)
                                             ---------     ---      -------    --------     --------
Balance at April 30, 1997..................     55,199     $28      $21,398    $(32,588)    $(11,162)
                                             =========     ===      =======    ========     ========
Company
  Balance at February 19, 1997.............         --     $--      $12,193    $     --     $ 12,193
  Initial issuance of common stock (Note
    1).....................................  2,549,281      26          (26)         --           --
  Cash paid for Old ICH shares redeemed
    (Note 1)...............................         --      --         (141)         --         (141)
  Net loss (Note 1)........................         --      --           --        (864)        (864)
                                             ---------     ---      -------    --------     --------
Balance at December 31, 1997...............  2,549,281     $26      $12,026    $   (864)    $ 11,188
  Issuance of common stock upon exercise of
    options................................    117,334       1          533          --          534
  Net income...............................         --      --           --       3,304        3,304
                                             ---------     ---      -------    --------     --------
Balance at December 31, 1998...............  2,666,615      27       12,559       2,440       15,026
  Issuance of common stock upon exercise of
    options and warrants...................    314,901       3          868          --          871
  Repurchases of common stock                 (169,873)     (2)        (765)       (904)      (1,671)
  Net income...............................         --      --           --       5,094        5,094
                                             ---------     ---      -------    --------     --------
Balance at December 31, 1999...............  2,811,643     $28      $12,662    $  6,630     $ 19,320
                                             =========     ===      =======    ========     ========
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                        COMPANY             PREDECESSOR     COMPANY
                                                              ---------------------------   -----------   ------------
                                                                                              FOR THE         FOR
                                                              FOR THE YEAR   FOR THE YEAR      FOUR       EIGHT MONTHS
                                                                 ENDED          ENDED         MONTHS         ENDED
                                                                DECEMBER       DECEMBER        ENDED        DECEMBER
                                                                  31,            31,         APRIL 30,        31,
                                                                  1999           1998          1997           1997
                                                              ------------   ------------   -----------   ------------
<S>                                                           <C>            <C>            <C>           <C>
Cash flows from operating activities:
  Net income (loss).........................................    $  5,094       $  3,304      $    620       $   (864)
  Adjustments to reconcile net income (loss) to cash from
    Operating activities:
  Depreciation and amortization.............................       5,731          4,923         2,006          3,398
  Deferred income taxes (benefit)...........................       2,609            147           480            (68)
  Accrued rent..............................................          --             --            --            332
  Provision for store closings and other
    non-recurring/restructuring charges.....................          --             --            --            462
  Gain from sale of discontinued operations.................          --           (388)           --             --
  Changes in current assets and liabilities:
  Accounts receivable.......................................          33           (831)           --           (231)
  Inventories...............................................         (39)          (604)           38             89
  Payable to (due from) former parent.......................          --             --          (741)          (370)
  Accounts payable and accrued expenses.....................         504          9,849        (3,173)           880
  Other, net................................................         403         (1,600)          168         (1,334)
                                                                --------       --------      --------       --------
      Net cash provided (used) by operating activities......      14,335         14,800          (602)         2,294
                                                                --------       --------      --------       --------
Cash flows from investing activities:
  Capital expenditures......................................     (19,081)       (12,876)       (1,763)        (3,336)
  Proceeds from disposition of property and equipment.......         740            758        35,655            232
  Acquisition of Sybra, Inc., net of $886 cash acquired.....          --             --            --        (13,614)
  Acquisition of Lyon's Restaurants Inc.....................          --        (23,233)           --             --
  Acquisition of restaurant properties......................      (1,870)        (5,642)           --             --
  Sale of subsidiary........................................          --          2,955            --          5,000
  Proceeds from Old ICH liquidating trust (see Note 3)......          --             --            --          2,790
  Other, net................................................        (437)           397            --            (65)
                                                                --------       --------      --------       --------
      Net cash provided (used) by investing activities......      20,648        (37,641)       33,892         (8,993)
                                                                --------       --------      --------       --------
Cash flows from financing activities:
  Borrowings on credit agreement............................          --             --         9,299             --
  Repayment on credit agreement.............................          --             --       (10,384)            --
  Proceeds from issuance of long-term debt, net of
    expenses................................................      24,914         25,182            --         36,448
  Proceeds from debt to former parent.......................          --             --         3,772             --
  Repayment of debt to former owner of Sybra................      (2,000)            --            --        (23,772)
  Repayment of long-term debt and capital lease
    obligation..............................................      (9,951)        (2,930)         (306)        (1,603)
  Distribution to former owner of Sybra.....................          --             --       (46,079)            --
  Loan element of sale/leaseback financing..................          --             --         9,000
  Other, net................................................        (800)         5,406            --           (456)
                                                                --------       --------      --------       --------
      Net cash provided (used) by financing activities......      12,163         27,658       (34,698)        10,617
                                                                --------       --------      --------       --------
Net change in cash and cash equivalents.....................       5,850          4,817        (1,408)         3,918
Cash and cash equivalents at beginning period...............       9,235          4,418         2,294            500
                                                                --------       --------      --------       --------
Cash and cash equivalents at end of period..................    $ 15,085       $  9,235      $    886       $  4,418
                                                                ========       ========      ========       ========
Supplemental non-cash disclosures:
  Cash paid for
    Income taxes............................................       1,645          1,841         1,029          1,085
    Interest................................................       8,092          6,035           638          3,661
  Note issued in acquisition of Sybra, Inc..................          --             --            --          2,000
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-6
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

1. ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

    I.C.H. Corporation (the "Company") is the post-reorganization successor to
ICH Corporation ("Old ICH"). Old ICH, together with its subsidiaries, filed
voluntary petitions for relief under Chapter 11 on October 10, 1995. The
Company's plan of reorganization was confirmed February 7, 1997 and became
effective on February 19, 1997 (the "Effective Date"). Until its acquisition of
Sybra, Inc. (see Note 2), the Company had no significant business operations.

    On the Effective Date, all of the outstanding equity securities ("Old ICH
Common Stock" and "Old ICH Preferred Stock", collectively the "Old ICH Stock")
of Old ICH were canceled. The Company's Restated Certificate of Incorporation
authorized the issuance of 9,000,000 shares of common stock and 1,000,000 shares
of preferred stock. Holders of Old ICH Stock had two years from the Effective
Date in which to exchange their canceled shares for the Company's common stock.
Generally, holders of the canceled Old ICH shares received 0.0269 shares of the
Company's common stock for each share of Old ICH Common Stock and 0.2 shares of
the Company's common stock for each share of Old ICH Preferred Stock. 2,549,281
shares of the Company's common stock were issued in exchange for Old ICH stock
during the two year conversion period ending on February 19, 1999.

BUSINESS AND PRESENTATION

    The accompanying Consolidated Financial Statements labeled "Company" include
the accounts of the Company and its wholly-owned subsidiaries, principally
Sybra, Inc. ("Sybra") and Lyon's of California, Inc. ("Lyon's"). All significant
intercompany accounts and transactions have been eliminated. Included in the
results of operations for the eight months ended December 31, 1997 are revenues
and operating loss of $164 and $(188), respectively, for the period from
February 19, 1997 to April 30, 1997 (the period prior to the acquisition of
Sybra). In addition, cash flows for the period prior to the acquisition of Sybra
consisting principally of cash from the sale of a subsidiary and from the Lone
Star Liquidating Trust, are included in cash flows for the eight months ended
December 31, 1997 (see Note 3).

    Sybra is considered to be a Predecessor of the Company and, accordingly, the
historical financial statements of Sybra, prior to its acquisition by the
Company on April 30, 1997, are presented with the accompanying financial
statements of the Company. The acquisition of Sybra resulted in changes in the
cost basis of Sybra's assets and liabilities, use of estimated lives for certain
of the intangibles that are different from those used by the Predecessor and a
different capital structure. These factors significantly affect the
comparability of the Predecessor's financial information.

SIGNIFICANT ACCOUNTING POLICIES

    FISCAL YEAR.  The Company operates on a calendar year basis. Sybra, however,
uses a 52/53 week fiscal year ending on the last Saturday of the year and Lyon's
uses a 52/53 week fiscal year ending on the last Sunday of the year.
Accordingly, the accompanying financial statements include Sybra's results for
the periods ended January 1, 2000, January 2, 1999, December 27, 1997 and
April 30, 1997 and Lyon's results for the period ended January 2, 2000 and for
the period from the date of acquisition (December 14, 1998) through
December 31, 1998.

    CASH AND CASH EQUIVALENTS.  The Company considers all highly liquid
investments with an original maturity of three months or less when purchased to
be cash equivalents. Interest income on cash

                                      F-7
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

1. ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(CONTINUED)
equivalents was $319, $50, $99 and $1 for the periods ended December 31, 1999,
December 31, 1998, April 30, 1997 (four months) and December 31, 1997 (eight
months), respectively.

    FOOD AND SUPPLIES INVENTORIES.  Food and supplies inventories are stated at
the lower of cost or market. Cost is determined using the first-in, first-out
(FIFO) method.

    PROPERTY AND EQUIPMENT.  Property and equipment is stated at cost less
accumulated depreciation and amortization. Normal repairs and maintenance costs
are expensed as incurred. Depreciation is being recorded on a straight-line
basis over the following estimated useful lives:

<TABLE>
<S>                                                           <C>
Buildings...................................................  40 years
Restaurant equipment........................................  5-10 years
</TABLE>

    Buildings under capitalized leases and leasehold improvements are amortized
on a straight-line basis over the lesser of the lease term or the estimated
useful lives of the assets.

    INTANGIBLES.  Franchise agreements with Arby's require Sybra to pay a
franchise fee for each new restaurant developed and DE MINIMIS renewal fees for
franchises that have expired. Each franchise agreement provides Sybra the right
to operate an Arby's restaurant for a period of 20 years and is renewable by
Sybra, subject to certain conditions, for varying terms of up to 20 years.
Franchise fees are capitalized and amortized using the straight-line method over
40 years.

    Acquired royalty rights, representing the fair value of royalty rates of
acquired franchises, are capitalized and amortized on a straight-line basis over
20 years or the remaining life of the franchise agreement, whichever is less.

    Equity in operating leases, representing the estimated fair value of base
rental rates, less the actual rental obligation, is amortized on a straight-line
basis over 20 years or the remaining life of the lease, including option
periods, whichever is less.

    Goodwill is amortized using the straight-line method over 40 years. At each
balance sheet date, the Company evaluates the realizability of goodwill based
upon expectations of operating income for the restaurants as a group. The
Company believes that no material impairment of goodwill exists at December 31,
1999.

    INCOME TAXES.  Deferred income taxes are computed using the liability
method, which provides that deferred tax assets and liabilities are recorded
based on the differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes (see Note 11).

    ADVERTISING EXPENSES.  All advertising costs are expensed as incurred.
Advertising expenses were approximately $14,300, $10,600, $3,400, and $5,000 for
the periods ended December 31, 1999, December 31, 1998, April 30, 1997 (four
months) and December 31, 1997 (eight months), respectively.

    USE OF ESTIMATES.  The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses in the financial statements and in the
disclosure of contingent assets and liabilities. While actual results could
differ from those estimates, management believes that actual results will not be
materially different from amounts provided in the accompanying consolidated
financial statements.

                                      F-8
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

1. ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(CONTINUED)
    SEGMENT REPORTING.  Under Statement of Financial Accounting Standards
("SFAS") No. 131, the determination of segments to be reported in the financial
statements is to be consistent with the manner in which management organizes and
evaluates the internal organization to make operating decisions and assess
performance. Under SFAS No. 131, the Company reports as separate segments the
operations of each of its two principal operating subsidiaries, Sybra and
Lyon's. (See Note 18).

    RECLASSIFICATION.  Certain amounts from prior periods have been reclassified
to conform to the current year presentation.

2. ACQUISITIONS

SYBRA, INC.

    On April 30, 1997, the Company acquired all of the common stock of Sybra for
$15,614 including related expenses and net of cash acquired of $886. The Company
incurred $2,000 in acquisition indebtedness to the seller and paid the remainder
in cash. Concurrently with the Company's acquisition of Sybra, Sybra entered
into a sale/leaseback transaction with respect to 61 of its restaurant
properties for approximately $44,200. The acquisition was recorded under the
purchase method of accounting and, accordingly, the results of operations of
Sybra commencing May 1, 1997 are included in the accompanying financial
statements of the Company.

    The purchase price was allocated to identifiable tangible and intangible
assets and liabilities based on their estimated fair values, with the excess of
the purchase price over the fair value of such net assets acquired reflected as
goodwill, as follows:

<TABLE>
<S>                                                           <C>
Current assets..............................................  $  3,428
Franchise rights............................................     3,865
Other intangibles, excluding goodwill.......................     8,299
Goodwill....................................................    28,159
Other tangible assets.......................................    20,342
Liabilities assumed.........................................   (48,479)
                                                              --------
Purchase price..............................................  $ 15,614
                                                              ========
</TABLE>

LYON'S RESTAURANTS, INC.

    On December 14, 1998, the Company acquired substantially all of the assets
of Lyon's restaurants for $22,600. The Company incurred $16,500 in acquisition
indebtedness and paid the remainder of the purchase price with cash and a $600
note payable to the seller. The Company also issued 125,000 warrants to purchase
shares of the Company's common stock at $.01 per share to USRP (Finance), LLC as
part of the financing of the Lyon's acquisition. The acquisition was recorded
under the purchase method of accounting.

                                      F-9
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

2. ACQUISITIONS (CONTINUED)
    The purchase price was allocated to identifiable tangible and intangible
assets and liabilities based on their estimated fair values, with the excess of
the purchase price over the fair value of such net assets acquired reflected as
goodwill, as follows:

<TABLE>
<S>                                                           <C>
Current assets and liabilities, net.........................  $ 1,409
Other intangibles, excluding goodwill.......................    2,057
Goodwill....................................................    7,734
Other tangible assets.......................................   11,400
                                                              -------
Purchase price..............................................  $22,600
                                                              =======
</TABLE>

3. OLD ICH TRANSACTIONS

    On April 25, 1997, the Company exercised its option, pursuant to the
reorganization plan of Old ICH, to sell all of the outstanding capital stock of
Bankers Multiple Line Insurance Company ("BML"), a property and casualty insurer
licensed in all fifty states, for its carrying value of $5,000.

    In February 1997, the Company received $2,790 from the Lone Star Liquidating
Trust in satisfaction of a receivable related to the Old ICH reorganization
plan.

4. OTHER CURRENT ASSETS

    Other current assets consist of the following as of:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Prepaid rent................................................     $1,518         $1,040
Other prepaid expenses......................................      1,251          2,875
Other.......................................................         --            558
                                                                 ------         ------
Other current assets........................................     $2,769         $4,473
                                                                 ======         ======
</TABLE>

5. INTANGIBLES

    Intangible assets, net, consist of the following as of:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Franchise rights............................................     $ 5,299        $ 4,921
Other intangibles, excluding goodwill.......................       8,781          7,803
Goodwill....................................................      37,458         36,944
                                                                 -------        -------
Total.......................................................      51,538         49,668
Less accumulated amortization...............................       3,916          2,206
                                                                 -------        -------
Intangible assets, net......................................     $47,622        $47,462
                                                                 =======        =======
</TABLE>

                                      F-10
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

6. PROPERTY AND EQUIPMENT

    Property and equipment, net, consist of the following as of:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Land........................................................     $    77        $    77
Buildings...................................................      24,129         11,521
Leasehold improvements......................................      11,452         13,062
Restaurant equipment........................................      21,880         19,089
Construction in progress....................................       5,468          1,408
                                                                 -------        -------
Total.......................................................      63,006         45,157
Less accumulated depreciation and amortization..............       8,545          5,016
                                                                 -------        -------
Property and equipment, net.................................     $54,461        $40,141
                                                                 =======        =======
</TABLE>

7. LEASES

    The Company leases all of the land and substantially all of the buildings
used in its restaurant operations under noncancelable leases with remaining
lease terms of one to twenty years. In many cases, the leases provide for one or
more renewal options. The leases generally require the Company to pay property
taxes, insurance, maintenance and other operating costs of the properties. Some
also require contingent rent payments based on a percentage of restaurant sales.

    Base rent expense for operating leases for the periods ended December 31,
1999, December 31, 1998, April 30, 1997 (four months) and December 31, 1997
(eight months) was approximately $16,676, $9,525, $1,373 and $5,520,
respectively. Additional contingent rent payments were approximately $769, $463,
$130 and $240 for the same periods, respectively.

    Immediately prior to its acquisition by the Company on April 30, 1997, Sybra
entered into a sale/ leaseback transaction in which Sybra sold land and
buildings related to 61 restaurants for their fair value of $36,000 and leased
them back under twenty-year base term leases (classified as operating) with
options that could, at Sybra's option, extend the leases an additional 20 years.
As part of the sale/ leaseback transaction, Sybra received an additional $9,000
in the form of a loan. Total proceeds of the transaction were $44,200, net of
related expenses. The proceeds were distributed to Sybra's former parent. The
lease payments escalate, requiring the Company to straight-line the rent expense
over the term of the leases.

                                      F-11
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

7. LEASES (CONTINUED)
    The Company's future minimum rental commitments as of December 31, 1999 for
all noncancelable capital and operating leases are as follows:

<TABLE>
<CAPTION>
                                                                               OPERATING
FISCAL YEAR                                                   CAPITAL LEASES    LEASES
-----------                                                   --------------   ---------
<S>                                                           <C>              <C>
2000........................................................      $  553       $ 18,874
2001........................................................         533         18,470
2002........................................................         533         17,799
2003........................................................         533         16,703
2004........................................................         533         15,230
Thereafter..................................................       1,086        127,954
                                                                  ------       --------
Total.......................................................      $3,771       $215,030
                                                                               ========
Less amount representing interest...........................       1,353
                                                                  ------
Present value of future minimum lease payments..............      $2,418
                                                                  ======
</TABLE>

8. ACCRUED LIABILITIES

    Accrued liabilities consist of the following as of:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Employee related............................................     $ 4,218        $ 3,243
Property and other taxes....................................       3,022          4,436
Insurance related...........................................       1,447          1,690
Other.......................................................       2,852          3,374
                                                                 -------        -------
Total.......................................................     $11,539        $12,743
                                                                 =======        =======
</TABLE>

9. LONG-TERM DEBT

    Long-term debt consists of the following as of:

<TABLE>
<CAPTION>
                                                                             DECEMBER
                                                              DECEMBER 31,      31,
                                                                  1999         1998
                                                              ------------   ---------
<S>                                                           <C>            <C>
Term loan, 10.63%, payable monthly through 2012.............     $30,272      $32,319
Term loan, 10.88%, payable monthly through 2010.............       8,500           --
Term loan, 10.53%, payable monthly through 2015.............       5,500           --
Loan, 14.50%................................................       3,214        9,000
Acquisition indebtedness due in 1999........................          --        2,000
Term loan, 12.75% payable monthly through February 1,
  2011......................................................      15,927       16,500
Other notes payable 8.5% to 10.93% maturing through 2019....      18,891        8,213
                                                                 -------      -------
                                                                  82,304       68,032
Less current portion:.......................................       4,295        4,839
                                                                 -------      -------
  Total long-term debt......................................     $78,009      $63,193
                                                                 =======      =======
</TABLE>

                                      F-12
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

9. LONG-TERM DEBT (CONTINUED)
    Concurrently with the acquisition of Sybra, the Company entered into a loan
agreement that provides, on an aggregate basis, a $35,000 fixed-rate term loan
bearing interest at 10.63% with a weighted-average maturity of 12.5 years. The
term loan is collateralized by substantially all of the restaurant equipment
owned by Sybra. The proceeds of the term loan were used to fund the acquisition
of Sybra and retire debt payable to Sybra's former parent assumed in the
acquisition. The loan agreement contains covenants which require, among other
things, the maintenance of a minimum fixed charge coverage ratio, restrictions
that limit the payment of dividends, and other provisions and restrictive
covenants.

    As mentioned in Note 7, as an element of the sale/leaseback transaction
completed immediately before its acquisition by the Company, Sybra received
$9,000 as a loan of which the Company has repaid $5.8 million.

    The loan element of the transaction carries an interest rate of
approximately 14.50% and the remaining balance of $3.2 million may be repaid at
any time after December 2000 without penalty. If not repaid in full prior to
April 30, 2001, any remaining balance of the loan will be repaid over the
remaining lease term of the sale/leaseback transaction described in Note 7
above.

    On December 14, 1998, the Company entered into a term loan agreement for the
acquisition of Lyon's restaurants with USRP (Finance), LLC. The 12.75% term loan
has an original maturity of 12 years and is collateralized by substantially all
of the assets of Lyon's. The agreement contains covenants which require, among
other things, the maintenance of a minimum fixed charge coverage ratio and other
provisions and restrictive covenants.

    The Company also has 32 separate notes for the financing of buildings and
equipment used in restaurants with remaining principal balances ranging from $64
to $2.2 million, interest rates ranging from 8.50% to 10.93% and an average
remaining maturity of 11.4 years. These loans are collateralized by the
underlying assets.

    At December 31, 1999, long-term debt had a fair value that approximates the
carrying value.

    The aggregate maturities of long-term debt at December 31, 1999 are as
follows:

<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S>                                                           <C>
2000........................................................  $ 4,295
2001........................................................    4,787
2002........................................................    5,263
2003........................................................    5,552
2004........................................................    5,413
Thereafter..................................................   56,994
                                                              -------
                                                              $82,304
                                                              =======
</TABLE>

10. EQUITY AND EARNINGS PER COMMON SHARE

    Basic earnings per share is computed by dividing net income available to
common shareholders by the weighted-average number of common shares outstanding.
Diluted earnings per share assumes the

                                      F-13
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

10. EQUITY AND EARNINGS PER COMMON SHARE (CONTINUED)
issuance of common stock for all potentially dilutive securities outstanding.
The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                1999        1998
                                                              ---------   ---------
<S>                                                           <C>         <C>
Numerator:
Income for computation of basic earnings per share and
  diluted earnings per share................................  $   5,094   $   3,304
                                                              =========   =========
Denominator: Weighted-average shares for computation of
  basic earnings per share..................................  2,799,000   2,620,000
Shares issuable upon exercise of dilutive stock options.....    676,000     283,000
                                                              ---------   ---------
Weighted-average shares for computation of diluted earnings
  per share.................................................  3,475,000   2,903,000
                                                              =========   =========
Basic earnings per share....................................  $    1.82   $    1.26
                                                              =========   =========
Diluted earnings per share..................................  $    1.47   $    1.14
                                                              =========   =========
</TABLE>

    Basic net income per share is computed based on the weighted-average number
of common shares outstanding during the year. Because the results for the eight
months ended December 31, 1997 reflect a net loss from continuing operations,
basic and diluted loss per share are calculated based on the same weighted
average number of shares outstanding.

    Net earnings per common share for the Predecessor is not presented as the
per share results are not meaningful due to the changes resulting from the
acquisition of Sybra (see Note 2).

    As of February 19, 1997, the Company declared a dividend of one right
(collectively, the "Rights") for each share of the Company's common stock. Each
Right represents the right to purchase one one-thousandth of a share of
Series A Junior Participating Preferred Stock (the "Junior Preferred Stock").
The Rights, as amended, have an exercise price of $20.00 per right and are
exercisable until February 19, 2007. Ten thousand shares of the Company's
authorized preferred stock have been designated as the Junior Preferred Stock
and have been reserved for issuance upon the exercise of the Rights. The Rights
are not exercisable until the occurrence of those "triggering events" detailed
in the Rights Agreement by and between the Company and the Mid-America Bank of
Louisville and Trust Company. Upon the occurrence of any of such triggering
events, all holders of Rights (other than the holder that caused the triggering
event to occur) will thereafter have the right to receive upon exercise that
number of shares of the Company's common stock having a market value of two
times the exercise price of the Right. The Junior Preferred Stock has voting
rights equal to 1,000 votes per share and is entitled to receive dividends, on a
cumulative basis, payable in cash, equal to 1,000 times the aggregate per share
amount of all cash dividends or all non-cash dividends or other distributions
declared on the Company's common stock. Upon liquidation, the Junior Preferred
Stock is entitled to receive an aggregate amount per share equal to 1,000 times
the aggregate amount to be distributed per share to the holders of shares of
common stock plus any accrued and unpaid dividends.

                                      F-14
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

11. INCOME TAXES

    The provision (benefit) for income taxes consists of:

<TABLE>
<CAPTION>
                                                           COMPANY             PREDECESSOR     COMPANY
                                                 ---------------------------   -----------   ------------
                                                                                               FOR THE
                                                 FOR THE YEAR   FOR THE YEAR     FOR THE     EIGHT MONTHS
                                                    ENDED          ENDED       FOUR MONTHS      ENDED
                                                   DECEMBER       DECEMBER        ENDED        DECEMBER
                                                     31,            31,         APRIL 30,        31,
                                                     1999           1998          1997           1997
                                                 ------------   ------------   -----------   ------------
<S>                                              <C>            <C>            <C>           <C>
Current........................................     $1,645         $1,841          $(46)         $(185)
Deferred.......................................      1,822            302           480            (68)
                                                    ------         ------          ----          -----
                                                    $3,467         $2,143          $434          $(253)
                                                    ======         ======          ====          =====
</TABLE>

    Significant components of the Company's deferred tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
Property and equipment......................................     $ 2,167        $ 2,106
Accrued liabilities and other...............................       3,404          6,531
                                                                 -------        -------
Deferred tax assets.........................................       5,571          8,637
Deferred tax liability--intangible assets...................      (4,235)        (4,188)
Valuation allowance.........................................        (237)          (741)
                                                                 -------        -------
Net deferred tax assets (liabilities).......................     $ 1,099        $ 3,708
                                                                 =======        =======
Current deferred tax assets.................................     $ 1,029        $ 1,137
Non-current deferred tax assets (liabilities)...............          70          2,571
                                                                 -------        -------
Net deferred tax assets (liability).........................     $ 1,099        $ 3,708
                                                                 =======        =======
</TABLE>

    On April 25, 1997, the Company sold its interest in the stock of BML which
generated a significant tax loss (see Note 3). Due to limitations pursuant to
the Internal Revenue Code and Treasury regulations thereunder, no deferred tax
asset has been recorded for the capital loss carry forward due to the
uncertainty of its availability and realizability.

                                      F-15
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

11. INCOME TAXES (CONTINUED)

    A reconciliation of the Federal statutory income tax rate to the Company's
effective tax rate follows:

<TABLE>
<CAPTION>
                                                         COMPANY             PREDECESSOR     COMPANY
                                               ---------------------------   -----------   ------------
                                                                                             FOR THE
                                                                               FOR THE     EIGHT MONTHS
                                                 FOR THE        FOR THE      FOUR MONTHS      ENDED
                                                YEAR ENDED     YEAR ENDED       ENDED        DECEMBER
                                               DECEMBER 31,   DECEMBER 31,    APRIL 30,        31,
                                                   1999           1998          1997           1997
                                               ------------   ------------   -----------   ------------
<S>                                            <C>            <C>            <C>           <C>
Expected tax expense, at the federal
  statutory rate of 34%......................     $2,911         $1,720          $369          $(391)
State income taxes, net......................        556            256            53            (31)
Other, net...................................         --            167            12            169
                                                  ------         ------          ----          -----
                                                  $3,467         $2,143          $434          $(253)
                                                  ======         ======          ====          =====
</TABLE>

12. STOCK OPTION PLANS

    The Company has two fixed option plans, the I.C.H. Corporation 1997 Employee
Stock Option Plan, as amended (the "ESP"), and the I.C.H. Corporation 1997
Director Stock Option Plan (the "DSP"). Under the ESP, the Company may grant
incentive stock options with specific vesting periods and non-qualifying options
to eligible officers and employees for the purchase of up to an aggregate of
1,500,000 shares of common stock. Under the DSP, the Company may grant
non-qualifying options to eligible directors for the purchase of up to an
aggregate of 400,000 shares of common stock. Under both plans, the exercise
price of each option is equal to the estimated fair value of the Company's stock
on the date of grant. Stock options granted under the ESP have 10-year terms and
generally vest ratably over four years. Options granted under the DSP also have
10-year terms.

                                      F-16
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

12. STOCK OPTION PLANS (CONTINUED)
    A summary of the Company's stock option plans as of December 31, 1999 and
the changes during the two years ended December 31, 1999 are presented as
follows:

<TABLE>
<CAPTION>
                                                                          WEIGHTED-AVERAGE
                                                               OPTIONS     EXERCISE PRICE
                                                              ---------   ----------------
<S>                                                           <C>         <C>
Outstanding at February 19, 1997............................         --        $  --
Granted.....................................................    788,000         3.18
Exercised...................................................         --           --
Canceled....................................................    (93,000)        3.80
                                                              ---------        -----
Outstanding at December 31, 1997............................    695,000        $3.10
Granted.....................................................    510,000         3.87
Exercised...................................................   (117,000)        2.17
Canceled....................................................    (23,000)        3.57
                                                              ---------        -----
Outstanding at December 31, 1998............................  1,065,000        $3.56
Granted.....................................................    430,000        $9.13
Exercised...................................................   (190,000)        3.07
Canceled....................................................   (137,000)        3.67
                                                              ---------        -----
Outstanding at December 31, 1999............................  1,168,000        $5.68
                                                              =========        =====
Exercisable at December 31, 1999............................    236,000        $3.68
                                                              =========        =====
</TABLE>

    The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
                                                           OPTIONS OUTSTANDING           OPTIONS EXERCISABLE
                                                   -----------------------------------   --------------------
                                                                WEIGHTED-
                                                                 AVERAGE     WEIGHTED-
                                                                REMAINING     AVERAGE
RANGE OF                                                       CONTRACTUAL   EXERCISE               WEIGHTED-
EXERCISE PRICES                                     SHARES        LIFE         PRICE      SHARES     AVERAGE
---------------                                    ---------   -----------   ---------   --------   ---------
<S>                                                <C>         <C>           <C>         <C>        <C>
$2.17 to $3.09...................................    168,000       7.47         3.01      71,000      2.99
$3.19 to $4.00...................................    543,000       8.21         3.75     141,000      3.76
$4.38 to $5.00...................................     89,000       8.71         4.87      12,000      4.77
$5.50 to $6.125..................................    110,000       9.13         5.69      12,000      5.63
$8.50 to $10.25..................................     51,000       9.74         9.34          --        --
$12.25 to $13.50.................................    207,000       9.41        12.34          --        --
                                                   ---------       ----        -----     -------      ----
$2.17 to $13.50..................................  1,168,000       8.51         5.68     236,000      3.68
                                                   =========       ====        =====     =======      ====
</TABLE>

    The Company applies APB Opinion 25 and related interpretations in accounting
for its stock option plans. Accordingly, no compensation cost is recognized for
grants of stock options to employees with excercise prices at least equal to the
fair value of the Company's common stock on the date of grant. Had compensation
cost been determined in accordance with the provisions of SFAS No. 123,

                                      F-17
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

12. STOCK OPTION PLANS (CONTINUED)
"Accounting for Stock Based Compensation," the net income per share would have
been changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                              FOR THE YEARS ENDED
                                                                 DECEMBER 31,
                                                              -------------------
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Net income-as reported......................................   $5,094     $2,916
Net income-pro forma........................................   $4,762     $2,779
Basic per share
  - as reported.............................................   $ 1.82     $ 1.11
  - pro forma...............................................   $ 1.70     $ 1.06
Diluted per share
  - as reported.............................................   $ 1.47     $ 1.01
  - pro forma...............................................   $ 1.37     $  .96
</TABLE>

    The fair value of each option grant is estimated on the grant date using the
Black-Scholes option-pricing model with the following assumptions: a risk-free
interest rate range of 5.69%-6.35%; volatility factor of the expected market
price of the Company's common stock of 46.6%; expected lives of 2-5 years; and a
dividend yield of 0%. The weighted average fair value of options granted was
$3.97 in 1999 and $1.58 in 1998.

13. BENEFIT PLANS

    The Company maintains a defined contribution 401(k) plan known as the Sybra,
Inc. Retirement Income Plan (the "Retirement Plan"). The Retirement Plan permits
eligible employees to defer a portion of their compensation (1% to 15%, up to
certain maximum limitations established by law) through payroll deductions. The
Company may, at its discretion, contribute to the Retirement Plan on behalf of
participating employees based on a matching formula or other method. No matching
contributions were made to the Retirement Plan for 1999, 1998 or 1997.

14. COMMITMENTS AND CONTINGENCIES

DEVELOPMENT AGREEMENT WITH ARBY'S

    The Development Agreement contains certain requirements regarding the number
of units to be opened in the future. Should the Company fail to comply with the
required development schedule or with the requirements for restaurants within
areas covered by the Development Agreement, Arby's could terminate the exclusive
nature of the Company's franchise and the Company would forfeit prepaid fees.
However, the Company would no longer be obligated for any future unpaid fees
required by the Development Agreement. The Development Agreement also provides
Arby's with certain rights regarding the Company's business operations and any
transfer of significant portions of assets owned by Sybra. Commitments under the
Development Agreement require payments aggregating $930,000 over the next four
(4) years.

                                      F-18
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

14. COMMITMENTS AND CONTINGENCIES (CONTINUED)
LEGAL PROCEEDINGS

    Various legal proceedings are pending against the Company, all of which
involve routine litigation incidental to the Company's businesses. The
consequences of these matters are not presently determinable but, in the opinion
of the management of the Company after consulting with legal counsel, the
ultimate liability is not expected to have a material effect on the results of
operations, financial position, liquidity or capital resources of the Company.

15. NON-RECURRING AND RESTRUCTURING CHARGES

    During 1997, the Company recorded provisions totaling $1,497 related to
(1) restructuring Sybra's operations in the Texas region, (2) buy-out of an
employment contract with the former president of Sybra and (3) non-recurring
expenses related to obtaining financing and maintaining Sybra's status as an
Arby's franchisee.

16. RETIREE LIABILITY

    During 1998, the Company assumed the liabilities associated with a
post-retirement healthcare and life insurance plan from The Lone Star
Liquidating Trust in return for a lump sum cash payment of approximately $4.9
million. Health benefits under such plan include major medical insurance with
deductible and co-insurance providers and in some cases are supplemental to
Medicare benefits. The plan provides that current participants do not earn any
future benefits and provides that certain of the participants pay for a portion
of their coverage. The remainder of the costs, including premiums, are paid for
on a current basis by the Company.

    The net present value of the healthcare and life insurance benefits
liability at December 31, 1999 was approximately $4.9 million. The liability was
calculated assuming a 7% discount rate applied to the estimated future cash
flows. It also assumed that medical costs would initially increase at a rate of
10% per annum, declining over a period of 10 years to 5.75%.

    Active employees are not eligible for post retirement healthcare or life
insurance benefits upon retirement.

17. DISCONTINUED OPERATIONS

    On June 30, 1998, the Company sold its Perry Park golf course and real
estate development located in Owen County, Kentucky for $3.1 million in cash
resulting in a gain of $388. The gain from discontinued operations of $388
included a gain of $719 from the reversal of a valuation allowance for a
deferred income tax asset related to this property. Sales and operating income
for Perry Park are included in continuing operations due to their immateriality.

18. SEGMENT INFORMATION

    The Company operates entirely in the food service industry with
substantially all of its revenues flowing from the sale of menu products at the
restaurants operated by its wholly-owned subsidiaries. At December 31, 1999,
Sybra owned and operated 188 Arby's restaurants and Lyon's owned and operated 73
Lyon's restaurants. The Company considers each subsidiary a reportable segment.
The amounts reported for Lyon's reflect only the period subsequent to the date
of its acquisition by the Company,

                                      F-19
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

18. SEGMENT INFORMATION (CONTINUED)
December 14, 1998. Amounts described as "Corporate and other" relate to
revenues, expenses and assets associated with non-segmented operations.

    The Company evaluates performance based on several factors, of which the
primary financial measure is business segment operating income before interest,
taxes, depreciation, amortization and charges for (recoveries of) restructuring
and impairment ("EBITDA as defined"). The accounting policies of the business
segments are the same as those described in the summary of significant
accounting policies in Note 1 above.

<TABLE>
<CAPTION>
                                                                      FOR THE YEAR ENDED
                                                          ------------------------------------------
                                                          DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                              1999           1998           1997
                                                          ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>
SALES
Sybra...................................................    $144,541       $131,312       $111,655
Lyon's..................................................      99,869          7,003             --
Corporate and other.....................................          --             --             --
                                                            --------       --------       --------
Total consolidated sales................................    $244,410       $138,315       $111,655
                                                            ========       ========       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                      FOR THE YEAR ENDED
                                                          ------------------------------------------
                                                          DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                              1999           1998           1997
                                                          ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>
DEPRECIATION AND AMORTIZATION
Sybra...................................................     $4,275         $4,713         $5,235
Lyon's..................................................      1,236             38             --
Corporate and other.....................................        220            172            169
                                                             ------         ------         ------
Total consolidated depreciation and amortization........     $5,731         $4,923         $5,404
                                                             ======         ======         ======
</TABLE>

<TABLE>
<CAPTION>
                                                                      FOR THE YEAR ENDED
                                                          ------------------------------------------
                                                          DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                              1999           1998           1997
                                                          ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>
EBITDA AS DEFINED
Sybra...................................................     $16,955        $15,018        $11,514
Lyon's..................................................       5,920            642             --
Corporate and other.....................................        (491)           357         (1,874)
                                                             -------        -------        -------
Total EBITDA as defined for reportable segments.........     $22,384        $16,017        $ 9,640
                                                             =======        =======        =======
</TABLE>

<TABLE>
<CAPTION>
                                                                      FOR THE YEAR ENDED
                                                          ------------------------------------------
                                                          DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                              1999           1998           1997
                                                          ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>
CAPITAL EXPENDITURES
Sybra...................................................    $ 17,000       $ 12,876        $ 5,099
Lyon's..................................................       2,081             --             --
Corporate and other.....................................          --             --             --
                                                            --------       --------        -------
Total capital expenditures for reportable Segments......    $ 19,081       $ 12,876        $ 5,099
                                                            ========       ========        =======
</TABLE>

                                      F-20
<PAGE>
                      I.C.H. CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  (ALL AMOUNTS IN 000'S EXCEPT SHARE AMOUNTS)

18. SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
ASSETS
Sybra.......................................................    $ 97,627       $ 81,183
Lyon's......................................................      30,540         28,783
Corporate and other.........................................       4,489          3,500
                                                                --------       --------
Total consolidated assets...................................    $132,656       $113,466
                                                                ========       ========
</TABLE>

19. QUARTERLY DATA (UNAUDITED)

    The results for each quarter include all adjustments which are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the interim periods. Selected consolidated data for each quarter
within 1998 and 1999 are as follows:

<TABLE>
<CAPTION>
                                           FIRST QUARTER   SECOND QUARTER   THIRD QUARTER   FOURTH QUARTER
                                           -------------   --------------   -------------   --------------
<S>                                        <C>             <C>              <C>             <C>
YEAR ENDED DECEMBER 31, 1998:

Sales....................................     $28,694          $31,244         $33,174         $46,920
Operating income.........................       1,862            2,317           2,235           4,680
Income from continuing operations........         293              531             476           1,616
Net income...............................     $   293          $   531         $   864         $ 1,616
Income from continuing operations per
  share
  Basic..................................     $   .11          $   .20         $   .18         $   .61
  Diluted................................     $   .11          $   .18         $   .16         $   .56

YEAR ENDED DECEMBER 31, 1999:

Sales....................................     $59,824          $61,084         $61,293         $62,678
Operating income.........................       3,189            4,401           4,097           4,966
Net income...............................     $   707          $ 1,435         $ 1,211         $ 1,741
Net Income
  Basic..................................     $   .27          $   .51         $   .43         $   .62
  Diluted................................     $   .22          $   .41         $   .34         $   .51
</TABLE>

                                      F-21
<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       EXHIBIT                                                                          PAGE
       NUMBER                                   DESCRIPTION                            NUMBER
---------------------   ------------------------------------------------------------  --------
<C>                     <S>                                                           <C>
         2.1            First Amended Joint Plan of Reorganization Under Chapter 11
                        (incorporated by reference to Exhibit B to Exhibit 99.1 to
                        the Company's Form 8-K dated November 22, 1996)

         2.2            First Nonmaterial Modification to the First Amended Joint
                        Plan of Reorganization Under Chapter 11 (incorporated by
                        reference to Exhibit 2.2 to the Company's Form 8-K dated
                        February 18, 1997)

         2.3            Letter to Robert T. Shaw, Henry W. Simon, Jr. and Russell L.
                        Munsch agreeing to nonmaterial modification to the First
                        Amended Joint Plan of Reorganization Under Chapter 11, as
                        filed with the Bankruptcy Court (incorporated by reference
                        to Exhibit 2.3 to the Company's Form 8-K dated February 18,
                        1997)

         2.4            Order confirming the First Amended Joint Plan of
                        Reorganization under Chapter 11, as entered by the United
                        States Bankruptcy Court for the Northern District of Texas,
                        Dallas Division, on February 7, 1997 (incorporated by
                        reference to Exhibit 99.1 to the Company's Form 8-K dated
                        February 18, 1997)

         2.5            Findings of Fact and Conclusions of Law in support of Order
                        Confirming First Amended Joint Plan of Reorganization Under
                        Chapter 11 (incorporated by reference to Exhibit 99.2 to the
                        Company's Form 8-K dated February 18, 1997)

         3.1            Amended and Restated Certificate of Incorporation of I.C.H.
                        Corporation (incorporated by reference to Exhibit 99.5 to
                        the Company's Form 8-K dated February 19, 1997)

         3.2            Amendment No. 1 to Amended and Restated Certificate of
                        Incorporation of I.C.H. Corporation (incorporated by
                        reference to Exhibit 3.1 to the Company's Form 8-K dated
                        January 15, 1998)

         3.3            Amended and Restated By-Laws of I.C.H. Corporation
                        (incorporated by reference to Exhibit 99.6 to the Company's
                        Form 8-K dated February 19, 1997)

         3.4            Amendment No. 1 to Amended and Restated By-Laws of I.C.H.
                        Corporation (incorporated by reference to Exhibit 3.1 to the
                        Company's Form 8-K dated February 10, 1998)

         3.5            Certificate of Amendment to the Amended and Restated
                        Certificate of Incorporation of I.C.H. Corporation
                        (incorporated by reference to Exhibit 3.5 to the Company's
                        Form 10-Q dated 8/13/99)

        10.1            Form of Rights Agreement between I.C.H. Corporation and The
                        Mid-America Bank of Louisville and Trust Company, which
                        includes as Exhibit B thereto the Form of Rights Certificate
                        (incorporated by reference to Exhibit 1 to the Company's
                        Registration Statement on Form 8-A dated February 19, 1997)

        10.2            Amendment No. 1 to Rights Agreement between I.C.H.
                        Corporation and The Mid-America Bank of Louisville and Trust
                        Company (incorporated by reference to Exhibit 10.1 to the
                        Company's Form 8-K dated February 10, 1998)

        10.3            Stock Purchase Agreement, dated as of February 7, 1997, by
                        and between I.C.H. Corporation and Valcor, Inc.
                        (incorporated by reference to Exhibit 10.02 to the Company's
                        Quarterly Report on Form 10-Q dated March 31, 1997)

        10.4            First Amendment to Stock Purchase Agreement, dated as of
                        April 18, 1997, by and between I.C.H. Corporation and
                        Valcor, Inc. (incorporated by reference to Exhibit 10.03 to
                        the Company's Quarterly Report on Form 10-Q dated March 31,
                        1997)

        10.5            Form of Loan Agreement by and between Sybra, Inc. and
                        Atherton Capital Incorporated (incorporated by reference to
                        Exhibit 10.04 to the Company's Quarterly Report on Form 10-Q
                        dated March 31, 1997)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT                                                                          PAGE
       NUMBER                                   DESCRIPTION                            NUMBER
---------------------   ------------------------------------------------------------  --------
<C>                     <S>                                                           <C>
        10.6            Form of Promissory Note executed by Sybra, Inc. in favor of
                        Atherton Capital Incorporated (incorporated by reference to
                        Exhibit 10.05 to the Company's Quarterly Report on Form 10-Q
                        dated March 31, 1997)

        10.7            Form of Leasehold/Deed of Trust Mortgage executed by Sybra,
                        Inc. in favor of Atherton Capital Incorporated (incorporated
                        by reference to Exhibit 10.06 to the Company's Quarterly
                        Report on Form 10-Q dated March 31, 1997)

        10.8            Form of Security Agreement executed by Sybra, Inc. in favor
                        of Atherton Capital Incorporated (incorporated by reference
                        to Exhibit 10.07 to the Company's Quarterly Report on Form
                        10-Q dated March 31, 1997)

        10.9            Form of Master Lease by and between Sybra, Inc. and U.S.
                        Restaurant Properties Operating L.P. (incorporated by
                        reference to Exhibit 10.08 to the Company's Quarterly Report
                        on Form 10-Q dated March 31, 1997)

        10.10           Employment Agreement, dated as of April 30, 1997, by and
                        between I.C.H. Corporation and Charles N. Hyslop
                        (incorporated by reference to Exhibit 10.09 to the Company's
                        Quarterly Report on Form 10-Q dated March 31, 1997)

        10.11           Employment Agreement, dated as of April 30, 1978, by and
                        between I.C.H. Cooperation and Donald P. Zima (incorporated
                        by reference to Exhibit 10.10 to the Company's Quarterly
                        Report on Form 10-Q dated March 31, 1997)

        10.12           Second Amended and Restated Employment Agreement, effective
                        as of September 1, 1998, by and between James R. Arabia and
                        I.C.H. Corporation (incorporated by reference to
                        Exhibit 10.12 to the Company's Annual Report on Form 10-K
                        dated March 29, 1999)

        10.13           I.C.H. Corporation Amended and Restated 1997 Employee Stock
                        Option Plan (incorporated by reference to Exhibit 10.24 to
                        the Company's Quarterly Report on Form 10-Q date June 30,
                        1998)

        10.14           I.C.H. Corporation 1997 Director Stock Option Plan
                        (incorporated by reference to Exhibit 10.14 to the Company's
                        Annual Report on Form 10-K dated December 31, 1997)

        10.15           Commitment Letter, dated July 25, 1997, between FFCA
                        Acquisition Corporation and Sybra, Inc. (incorporated by
                        reference to Exhibit 10.15 to the Company's Annual Report on
                        Form 10-K dated December 31, 1997)

        10.16           Form of Loan Agreement between FFCA Acquisition Corporation
                        and Sybra, Inc. (incorporated by reference to Exhibit 10.16
                        to the Company's Annual Report on Form 10-K dated December
                        31, 1997)

        10.17           Form of Promissory Note from Sybra, Inc. to FFCA Acquisition
                        Corporation (incorporated by reference to Exhibit 10.17 to
                        the Company's Annual Report on Form 10-K dated December 31,
                        1997)

        10.18           Form of Mortgage between Sybra, Inc. and FFCA Acquisition
                        Corporation (incorporated by reference to Exhibit 10.18 to
                        the Company's Annual Report on Form 10-K dated December 31,
                        1997)

        10.19           Asset Purchase Agreement, dated as of November 26, 1997,
                        among Sybra of California, Inc., I.C.H. Corporation, William
                        Brusslan, 294, Inc., American Food Concepts, Inc. and WEB
                        Acquisition Company L.L.C. (incorporated by reference to
                        Exhibit 10.19 to the Company's Annual Report on Form 10-K
                        dated December 31, 1997)

        10.20           Development Agreement, dated as of October 30, 1997, between
                        Arby's, Inc. and Sybra, Inc. (incorporated by reference to
                        Exhibit 10.20 to the Company's Annual Report on Form 10-K
                        dated December 31, 1997)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT                                                                          PAGE
       NUMBER                                   DESCRIPTION                            NUMBER
---------------------   ------------------------------------------------------------  --------
<C>                     <S>                                                           <C>
        10.21           Asset Purchase Agreement, dated as of February 18, 1998,
                        between Sybra, Inc. and RGS Enterprises of New Jersey, Inc.
                        (incorporated by reference to Exhibit 10.21 to the Company's
                        Annual Report on Form 10-K dated March 31, 1998)

        10.22           Asset Purchase Agreement, dated as of February 19, 1998,
                        between Sybra, Inc., Wolverine Food Systems, Inc. and
                        Wolverine Properties, G.P. (incorporated by reference to
                        Exhibit 10.22 to the Company's Annual Report on Form 10-K
                        dated March 31, 1998)

        10.23           Asset Purchase Agreement, dated as of March 11, 1998, among
                        Sybra, Inc., Richard T. Morath, Toni F. Morath and certain
                        affiliated Subchapter S Corporations (incorporated by
                        reference to Exhibit 10.23 to the Company's Quarterly Report
                        on Form 10-Q dated June 30, 1998)

        10.24           Asset Purchase Agreement, dated as of August 14, 1998, among
                        Lyon's of California, Inc., ICH Corporation and Lyon's
                        Restaurants, Inc.(incorporated by reference to Exhibit 10.25
                        to the Company's Quarterly Report on Form 10-Q dated
                        September 30, 1998)

        10.25           Amendment to Asset Purchase Agreement, dated as of October
                        6, 1998, among Lyon's of California, Inc., ICH Corporation
                        and Lyon's Restaurants, Inc.(incorporated by reference to
                        Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q
                        dated September 30, 1998)

        10.26           Commitment Letter dated February 17, 1999, between FFCA
                        Acquisition Corporation and Sybra, Inc. (incorporated by
                        reference to Exhibit 10.26 to the Company's Annual Report on
                        Form 10-K dated March 31, 1999).

        10.27           Loan Commitment Letter, dated July 8, 1999, between Fleet
                        Franchise Finance and I.C.H. Corporation (incorporated by
                        reference to Exhibit 10.27 to the Company's Quarterly Report
                        on Form 10-Q dated August 13, 1999)

        10.28           Employment Agreement, dated as of September 1, 1999, between
                        I.C.H. Corporation and John A. Bicks

        10.29           Employment Agreement, dated as of September 1, 1999, between
                        I.C.H. Corporation and Robert H. Drechsler

        10.30           Third Amended and Restated Employment Agreement, dated as of
                        September 1, 1999, between I.C.H. Corporation and James R.
                        Arabia

        10.31           Commitment Letter dated February 9, 2000 between Newcourt
                        Commercial Finance Corporation and Sybra, Inc.

        10.32           Loan Agreement, dated as of December 29, 1999, between
                        Sybra, Inc. and Finova Capital Corporation.

        10.33           Form of Loan and Security Agreement, dated as of
                        December 22, 1999, between Sybra, Inc. and U.S. Restaurant
                        Lending Group I, L.P.

        10.34           Form of Loan Agreement, dated as of December 21, 1999,
                        between CNL APF Partners, LP and Sybra, Inc.

        27.1            Financial Data Schedule

                        EX-1 2
</TABLE>